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
Baptist Hospitals of Southeast Texas
Employer identification number
74-1303720
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
Baptist Hospitals of Southeast Texas
Employer identification number
74-1303720
Identifier
Return Reference
Explanation
DESCRIPTION OF CLASSES OF MEMBERS OR STOCKHOLDERS
FORM 990, PART VI, QUESTION 6
BAPTIST HOSPITAL OF SOUTHEST TEXAS HAS TWO CLASSES OF MEMBERS DESIGNATED AS CLASS A AND CLASS B. THE SOLE CLASS A MEMBER OF THE CORPORATION IS SOUTHWEST COMMUNITY HOSPITAL, INC. THE SOLE CLASS B MEMBER OF THE CORPORATION IS MEMORIAL HERMANN HOSPITAL SYSTEM. DESCRIPTION OF CLASSES OF PERSONS AND THE NATURE OF THEIR RIGHTS FORM 990, PART VI, QUESTION 7A THERE ARE TWO CLASSES OF MEMBERS DESIGNATED AS CLASS A AND CLASS B. THE SOLE CLASS A MEMBER OF THE CORPORATION IS SOUTHWEST COMMUNITY HOSPITAL, INC., A TEXAS NON-PROFIT CORPORATION. THE SOLE CLASS B MEMBER OF THE CORPORATION IS MEMORIAL HERMANN HOSPITAL SYSTEM ("MHHS"). MHHS HAS THE RIGHT TO APPOINT A SINGLE INDIVIDUAL TO THE BOARD OF DIRECTORS BUT HAS NO VOTING, VETO, APPROVAL OR CONSENT RIGHTS AS A MEMBER OF THE CORPORATION OTHER THAN THE RIGHTS THAT ARE EXPRESSLY SET FORTH IN THE ARTICLES OF INCORPORATION OF THE CORPORATION OR THE BYLAWS. THE CLASS A MEMBER DETERMINES THE TOTAL NUMBER OF DIRECTORS. AFTER HAVING RECEIVED NOMINATIONS FROM THE BOARD, AND AFTER CONSIDERING THE NOMINATIONS AS WELL AS OTHER CANDIDATES AT THE DISCRETION OF THE CLASS A MEMBER, THE CLASS A MEMBER, AT ITS ANNUAL MEETING IN DECEMBER OF EACH YEAR, SHALL ELECT DIRECTORS FOR TERMS COMMENCING ON THE FIRST DAY OF THE NEXT MONTH FOLLOWING THE MONTH IN WHICH SUCH ELECTION OCCURS AND CONTINUING FOR THREE (3) YEARS AND UNTIL THEIR RESPECTIVE SUCCESSORS SHALL HAVE BEEN ELECTED AND QUALIFIED EXCEPT AS PROVIDED IN THE BYLAWS. AT LEAST (50%) OF THE DIRECTORS APPOINTED BY THE CLASS A MEMBER SHALL BE MEMBERS OF THE BAPTIST DENOMINATION. UNLESS PROHIBITED BY LAW, ACTIVE MEMBERS OF THE BEAUMONT HOSPITAL MEDICAL STAFF ARE ELIGIBLE TO BE ELECTED AS DIRECTORS OF THE CORPORATION AND ARE ENTITLED TO THE SAME PRIVILEGES AND SUBJECT TO THE SAME RESPONSIBILITIES IN THE SAME MANNER AS OTHER INDIVIDUALS. DESCR CLASSES OF PERSONS, DECS REQUIRING APPR & TYPE OF VOTING RIGHTS FORM 990, PART VI, QUESTION 7B THE FOLLOWING ACTIONS WILL REQUIRE THE PRIOR WRITTEN CONSENT OF THE CLASS B MEMBER: (I) THE AMENDMENT OF THE ARTICLES OF INCORPORATION OR THE BYLAWS TO THE EXTENT, AND ONLY TO THE EXTENT, AN AMENDMENT AFFECTS A RIGHT, POWER, OR PRIVILEGE OF THE CLASS B MEMBER. (II) MERGER OR CONSOLIDATION OF THE CORPORATION WITH ANY OTHER ORGANIZATION UNLESS: (A) THE BALANCE OF THE CAPITAL CONTRIBUTIONS OF THE CLASS B MEMBER AND ALL DEBT DESCRIBED IN THE MASTER AGREEMENT AMONG THE CLASS A MEMBER, CLASS B MEMBER AND CORPORATION OWED BY THE CORPORATION TO MHHS WILL BE PAID IN FULL TO MHHS; (B) THE TRANSACTION OCCURS WITH AN AFFILIATE OF THE CLASS A MEMBER; OR (C) THE TRANSACTION IS THE MERGER OF BAPTIST HOSPITAL ORANGE INTO THE CORPORATION. (III) BANKRUPTCY, DISSOLUTION, OR LIQUIDATION OF THE CORPORATION. (IV) TRANSFER, CONVEYANCE, OR ANY OTHER DISPOSITION OF ASSETS IN EXCESS OF $250,000 OTHER THAN IN THE ORDINARY COURSE OF BUSINESS. (V) ANY CONTRIBUTION REQUESTED OF THE CLASS B MEMBER. (VI) INCURRENCE OF DEBT BY THE CORPORATION IN EXCESS OF $500,000 OTHER THAN IN THE ORDINARY COURSE OF BUSINESS. (VII) ANY CHANGE IN THE MEMBERSHIP OF THE CORPORATION, EXCEPT REPLACEMENT OF THE CLASS A MEMBER WITH AN AFFILIATE OF SOUTHWEST COMMUNITY HOSPITAL, INC OR MHHS (OR ITS SUCCESSOR aUTOMATICALLY CEASING TO BE THE CLASS B MEMBER. (VIII) ANY INTENTIONAL CHANGE IN THE TAX-EXEMPT STATUS OF THE CORPORATION. (IX) THE CORPORATION'S CREATION OF, OR INVESTMENT IN, ANY ORGANIZATION NOT AFFILIATED WITH THE CLASS A MEMBER WHEREBY THE CORPORATION SPENDS OR INVESTS OVER $1,000,000. (X) ANY AMENDMENT TO THE FORMULA FOR DETERMINING THE MANAGEMENT SERVICES FEE SET FORTH IN THE MANAGEMENT AGREEMENT BETWEEN THE CLASS A MEMBER, THE CORPORATION, BAPTIST HOSPITAL, ORANGE, AND VHA SOUTHWEST COMMUNITY HEALTH CORPORATION. (XI) ANY RETURN OF A MEMBERSHIP CONTRIBUTION, DISTRIBUTION, OR PAYMENT OF ANY OTHER KIND NOT IN THE ORDINARY COURSE OF BUSINESS TO THE MEMBERS OF THE CORPORATION EXCEPT AS PERMITTED UNDER THE MANAGEMENT AGREEMENT BETWEEN THE CLASS A MEMBER AND THE CORPORATION, THE MANAGEMENT AGREEMENT BETWEEN THE CLASS B MEMBER AND THE CORPORATION, THE ARTICLES OF INCORPORATION OR BYLAWS OF THE CORPORATION, OR THE MASTER AGREEMENT BETWEEN THE CLASS A MEMBER, THE CLASS B MEMBER, AND THE CORPORATION. THE POWER TO ALTER, AMEND, OR RESTATE THE ARTICLES OF INCORPORATION OF THE CORPORATION OR TO ALTER, AMEND, OR REPEAL THE BYLAWS OR TO ADOPT NEW BYLAWS IS VESTED SOLELY IN THE CLASS A MEMBER, EXCEPT AS SET FORTH IN THE BYLAWS. ALL POWERS AND DUTIES OF THE CORPORATION ARE RESERVED SOLELY TO THE CLASS A MEMBER EXCEPT AS PROVIDED IN THE BYLAWS AND SPECIFICALLY DELEGATED TO THE CORPORATION'S BOARD OF DIRECTORS BY THE CLASS A MEMBER, AND AS SPECIFICALLY DELEGATED TO PERSONS OR GROUPS OTHER THAN THE CLASS A MEMBERS BY THE BYLAWS OR BY THE LOCAL GOVERNING BODY. WHILE MAINTAINING AUTHORITY TO ACT UNILATERALLY, THE CLASS A MEMBER MAY CONSULT WITH THE CORPORATION'S BOARD OF DIRECTORS BEFORE EXERCISING ITS RIGHTS. DESC THE PROCESS USED BY MANAGEMENT &/OR GOVERNING BODY TO REVIEW 990 FORM 990, PART VI, QUESTION 11B THE DETAILED REVIEW OF THE FORM 990 IS CONDUCTED BY THE CFO, CORPORATE CONTROLLER, AND HOSPITAL CONTROLLER, FOLLOWING THE PREPARATION AND REVIEW OF THE RETURN BY THE ORGANIZATION'S PAID PREPARER. AN ELECTRONIC COPY OF THE FINAL FORM 990 IS EMAILED TO EACH BOARD MEMBER PRIOR TO FILING WITH THE IRS. DESCRIPTION OF PROCESS TO MONITOR TRANSACTIONS FOR CONFLICTS OF INTEREST FORM 990, PART VI, QUESTION 12C THE COMPLIANCE OFFICER FOR BAPTIST HOSPITALS OF SOUTHEAST TEXAS MAINTAINS THE CONFLICT OF INTEREST STATEMENTS AND REGULARLY MONITORS THEM AS WELL AS ANY OTHER ACTIVITIES THAT MAY CONSTITUTE A CONFLICT OF INTEREST. THE ORGANIZATION'S PRACTICE IS TO SEND OUT ANNUAL DISCLOSURE QUESTIONNAIRES TO BOARD MEMBERS, SENIOR OFFICERS, AND DIRECTORS OF THE ORGANIZATION. THE RESPONSES ARE TAKEN TO THE AUDIT AND COMPLIANCE COMMITTEE OF BOARD MEMBERS TO DETERMINE IF A CONFLICT OF INTEREST EXISTS. IF THERE IS ANY POSSIBILITY OF FINANCIAL GAIN BY A MEMBER FROM ANY DECISION THAT IS TO BE DELIBERATED ON, THEN THAT MEMBER IS REMOVED FROM THOSE DISCUSSIONS TO ENSURE THAT THE MEMBER WILL NOT TAKE PART IN ANY DELIBERATIONS THAT HE OR SHE MIGHT PERSONALLY GAIN FROM. THE MEMBER OPERATING UNDER A CONFLICT IS PROHIBITED FROM VOTING ON ANY MATTER TO WHICH THE CONFLICT RELATES. OFFICES & POSITIONS FOR WHICH PROCESS WAS USED, & YEAR PROCESS WAS BEGUN FORM 990, PART VI, QUESTION 15A & 15B THE ORGANIZATION'S EXECUTIVES ARE EMPLOYED BY THE PARENT ORGANIZATION, VHA SOUTHWEST COMMUNITY HEALTH CORPORATION (CHC), AND THEREFORE FOLLOW THE COMPENSATION POLICY OF SOUTHWEST COMMUNITY HOSPITAL, ITS CLASS A MEMBER, WHICH IN TURN FOLLOWS THE COMPENSATION POLICY OF CHC. CHC ENGAGED SULLIVAN COTTER TO CONDUCT A COMPETITIVE MARKET ANALYSIS OF THE COMPENSATION OF CHC'S TOP MANAGEMENT OFFICIALS, OFFICERS, DIRECTORS AND KEY EMPLOYEES. SULLIVAN COTTER GATHERED DATA RELATED TO JOB DESCRIPTIONS, SCOPE OF RESPONSIBILITY, AND CURRENT INCUMBENTS' COMPENSATION. SULLIVAN COTTER RECOMMENDED APPROPRIATE COMPARISON DATA AND UTILIZED SURVEY DATA FROM FOUR MAJOR EXECUTIVE COMPENSATION SURVEY PROVIDERS TO PROVIDE MARKET DATA AND EXECUTIVE COMPENSATION RECOMMENDATIONS THAT MEET CHC'S COMPENSATION PHILOSOPHY. SULLIVAN COTTER'S RECOMMENDATIONS WERE PRESENTED TO THE CHC COMPENSATION COMMITTEE OF THE BOARD FOR REVIEW AND APPROVAL. CHC ALSO CONDUCTS PERIODIC REVIEWS OF COMPENSATION TO DETERMINE WHETHER COMPENSATION ARRANGEMENTS AND BENEFITS ARE REASONABLE, BASED ON COMPETENT SURVEY INFORMATION, AND THE RESULT OF ARM'S LENGTH BARGAINING. THIS PROCESS IS PERFORMED EACH YEAR PRIOR TO THE ANNUAL EMPLOYEE EVALUATION PROCESS, WHICH ENDS ON JULY 1ST OF EACH YEAR. AVAIL OF GOV DOCS, CONFLICT OF INTEREST POLICY & FIN STMTS TO GEN PUBLIC FORM 990, PART VI, QUESTION 19 THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, FINANCIAL STATEMENTS, AND CONFLICT OF INTEREST POLICY AVAILABLE AT ITS BUSINESS OFFICE UPON REQUEST.
MEDICAL SUPPLIES
FORM 990, PART IX, LINE 24A
REAGENTS $ 1,527,744 BLOOD 2,236,564 AICD's 3,082,595 PACERS 976,074 NEURO SPINAL IMPLANTS 3,004,674 SUTURES/STAPLES 2,601,179 CARDIAC IMPLANTS 349,337 ORTHOPEDIC IMPLANTS 2,631,923 CORONARY STENTS 1,175,687 KYPHOPLASTY 193,643 MED/SURG SUPPLIES 5,027,915 PT CHARGEABLE SUPPLIES 4,418,679 COST OF DRUGS 14,130,587 ALL OTHER 2,013,163 ----------- TOTAL $43,369,764 RECONCILIATION OF NET ASSETS FORM 990, PART XI, LINE 9 CHANGE IN OWNERSHIP INTEREST OF JOINT VENTURE (397,358) AUDITED FINANCIAL STATEMENTS FORM 990, PART XII, QUESTION 2C THE AUDIT COMMITTEE OF VHA SOUTHWEST COMMUNITY HEALTH CORPORATION, WHICH IS THE PARENT ORGANIZATION OF BAPTIST HOSPITALS OF SOUTHEAST TEXAS, IS RESPONSIBLE FOR OVERSEEING THE EXTERNAL AUDIT OF THE CONSOLIDATED FINANCIALS.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.