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
Emory-Children's Center Inc
Employer identification number
58-2298500
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.") .
15
8,174
0
0
0
8,189
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......
39,837,740
42,204,098
43,870,982
48,098,443
42,632,121
216,643,384
3
Gross receipts from activities that are not an unrelated trade or business under section 513..
0
4
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
0
5
The value of services or facilities furnished by a governmental unit to the organization without charge..
0
6
Total. Add lines 1 through 5.
39,837,755
42,212,272
43,870,982
48,098,443
42,632,121
216,651,573
7a
Amounts included on lines 1, 2, and 3 received from disqualified persons...
0
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.
0
c
Add lines 7a and 7b..
0
8
Public support (Subtract line 7c from line 6.)
216,651,573
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...
39,837,755
42,212,272
43,870,982
48,098,443
42,632,121
216,651,573
10a
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
0
b
Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
0
c
Add lines 10a and 10b.
0
11
Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
0
12
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)
..
1,750
18,722,028
10,037,509
2,433,405
31,194,692
13
Total support. (Add lines 9, 10c, 11, and 12.)..
39,837,755
42,214,022
62,593,010
58,135,952
45,065,526
247,846,265
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
87.414 %
16
Public support percentage from 2011 Schedule A, Part III, line 15
...............
16
88.275 %
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
0.010 %
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
Emory-Children's Center Inc
Employer identification number
58-2298500
Identifier
Return Reference
Explanation
NUMBER OF EMPLOYEES
Form 990, Part I, Question 5
EMORY-CHILDREN'S CENTER, INC. HAS A COMMON PAYMASTER RELATIONSHIP FOR PAYROLL PURPOSES WITH EMORY UNIVERSITY, EIN 58-0566256. THE SALARIES OF THE EMPLOYEES OF EMORY-CHILDREN'S CENTER, INC. ARE PAID BY EMORY UNIVERSITY, REPORTED ON EMORY UNIVERSITY'S FORM 941 AND REIMBURSED BY EMORY-CHILDREN'S CENTER, INC. THEREFORE, THESE EMPLOYEES ARE REPORTED ON EMORY UNIVERSITY'S FORM 990.
CHANGES TO GOVERNING DOCUMENTS AND MEMBERS OF THE ORGANIZATION
FORM 990, PART III, QUESTION 3 AND PART VI, SECTION A, QUESTION 6
EMORY-CHILDREN'S CENTER, INC. HAS TWO MEMBERS - EMORY HEALTHCARE, INC. (EHC) AND CHILDREN'S HEALTHCARE OF ATLANTA, INC.(CHOA) EFFECTIVE JULY 1, 2013, CHILDREN'S HEALTHCARE OF ATLANTA, INC. ("CHOA") IS NO LONGER A MEMBER OF EMORY-CHILDREN'S CENTER, INC. AND ALL EMORY-CHILDREN'S EMPLOYED PHYSICIANS WHO PROVIDE CLINICAL PEDIATRIC CARE OPERATIONS WERE LEASED TO CHOA. EFFECTIVELY CHOA NOW MANAGES EMORY'S CLINICAL PEDIATRIC OPERATIONS. THE TRANSITION AGREEMENT BETWEEN EMORY HEALTHCARE, INC. AND CHOA REQUIRES, AMONG OTHER THINGS, A RUN-OUT PERIOD OF WORKING CAPITAL, WHICH IS EXPECTED TO BE COMPLETED DURING EARLY CALENDAR YEAR 2014, WITH A FINAL SETTLEMENT NOTICE TO CHOA DUE WITHN 45 DAYS FOLLOWING THE END OF THE RUN-OUT PERIOD.
ELECTING MEMBERS OF THE GOVERNING BODY
FORM 990, PART VI, SECTION A, QUESTION 7
THE EMORY-CHILDREN'S CENTER, INC. (THE "CORPORATION") BYLAWS STATE THAT THE MEMBERS RESERVE THE FOLLOWING SPECIFIC AUTHORITIES, IN ADDITION TO ANY MATTERS OTHERWISE RESERVED TO THE MEMBERS IN ACCORDANCE WITH THE GEORGIA NONPROFIT Corporation CODE: I. SELECTION OF THE BOARD OF DIRECTORS; II. APPROVAL OF ANY AMENDMENTS TO THE GOVERNING DOCUMENTS OF THE CORPORATION; III. AGREE TO NEGOTIATE IN GOOD FAITH THE TERMS OF DISSOLUTION OF THE CORPORATION; IV. APPROVAL OF ANY REORGANIZATION OR TRANSFER OF ASSETS OUTSIDE OF THE ORDINARY COURSE OF BUSINESS BY THE CORPORATION; V. APPROVAL OF ANY CHANGE IN THE NAME OF THE CORPORATION; VI. APPROVAL OF A MERGER, ALLIANCE, OR OTHER MAJOR AGREEMENTS BETWEEN THE CORPORATION AND OTHER PARTIES; VII. APPROVAL OF THE ADDITION OR DELETION OF ANY PROFESSIONAL PRACTICE GROUP TO OR FROM THE CORPORATION; VIII. APPROVAL OF THE INCURRENCE OF ANY DEBT EXCEPT OPERATING LEASES; IX. APPROVAL OF ANY DECISION TO ENTER INTO OTHER VENTURES OR PARTNERSHIPS; X. APPROVAL OF ANY OBLIGATION THAT WOULD BIND A MEMBER IN ITS INDIVIDUAL CAPACITY.
PROCESS USED TO REVIEW FORM 990
FORM 990, PART VI, SECTION A, QUESTION 11B
Prior to finalization of the return, management provided access to a final draft of the Form 990 to all members of the Board of Directors and gave them an opportunity to make comments. Management updated the Form 990 for all comments received and provided the final version of the Form 990 to all members of the Board of Directors prior to filing.
CONFLICT OF INTEREST POLICY
FORM 990, PART VI, SECTION B, QUESTION 12C
Emory-Children's Center, Inc.'s Conflict of Interest Policy requires certain individuals to disclose participation in activities or circumstances that may present a conflict of interest on an annual basis or if at any time such individual becomes aware of circumstances that may present a conflict of interest. These disclosures are reviewed by the Board of Directors, as necessary. IF THE BOARD OF DIRECTORS DETERMINES THAT A CONFLICT OF INTEREST EXISTS, THE INDIVIDUAL WITH THE CONFLICT OF INTEREST MAY MAKE A PRESENTATION TO THE BOARD, BUT AFTER SUCH PRESENTATION, THE INDIVIDUAL MUST LEAVE THE MEETING DURING THE DISCUSSION OF, AND THE VOTE ON, THE TRANSACTION OR ARRANGEMENT THAT RESULTED IN THE CONFLICT OF INTEREST. DURING THE FISCAL YEAR NONE OF THE DIRECTORS WITH RELATED BUSINESS INTERESTS VOTED ON BUSINESS DECISIONS INVOLVING THEIR DETERMINATION OF COMPENSATION.
DETERMINATION OF COMPENSATION
FORM 990, PART VI, SECTION B, QUESTION 15B
THE EMORY UNIVERSITY BOARD OF TRUSTEES HAS A COMMITTEE ON EXECUTIVE COMPENSATION AND TRUSTEES' CONFLICT OF INTEREST COMPOSED OF NON-EMPLOYEE MEMBERS OF THE EMORY UNIVERSITY BOARD OF TRUSTEES. EACH YEAR, THE COMMITTEE REVIEWS MARKET DATA COMPILED BY INDEPENDENT CONSULTING FIRMS FROM COMPARABLE RESEARCH INSTITUTIONS FOR EACH POSITION IDENTIFIED AS A "DISQUALIFIED PERSON" FOR PURPOSES OF INTERMEDIATE SANCTIONS UNDER IRS REGULATIONS FOR EMPLOYEES OF EMORY-CHILDREN'S CENTER, INC. ("EMORY-CHILDREN'S CENTER"). THE COMMITTEE DISCUSSES THE PROPOSED COMPENSATION FOR EACH SUCH INDIVIDUAL IN THE CONTEXT OF THE MARKET DATA AND THE INDIVIDUAL'S PERFORMANCE AND CONTRIBUTION TO EMORY-CHILDREN'S CENTER, AND IT MAKES A DECISION REGARDING THE APPROPRIATENESS FOR COMPENSATION AND ANY COMPENSATION INCREASE RECEIVED FROM EMORY UNIVERSITY AND EMORY-CHILDREN'S CENTER. THE DISCUSSIONS ARE DOCUMENTED IN THE COMMITTEE'S MINUTES BY A REPRESENTATIVE OF THE OFFICE OF THE GENERAL COUNSEL.
AVAILABILITY OF DOCUMENTS TO THE PUBLIC
FORM 990, PART VI, SECTION C, QUESTION 19
Generally, Emory-Children's Center, Inc. does not make its governing documents or its conflict of interest policy available to the public. However, Emory-Children's Center, Inc.'s Articles of Incorporation are publicly available through Georgia's Secretary of State Website. Emory-Children's Center, Inc.'s financial statements are available to the public via the annual 990 tax return.
Management Agreement
Form 990, Part VI, Question 3
There is a Management Agreement between Emory-Children's Center, Inc. and Children's Healthcare of Atlanta, Inc. ("Children's Healthcare") pursuant to which Children's Healthcare provides certain management services, including (1) the provision of an executive director; (2) the provision of other non-physician personnel; (3) the provision of business and information and technology support systems; and (4) the development, implementation and management of certain management and financial systems and planning. THIS MANAGEMENT AGREEMENT WAS TERMINATED EFFECTIVE JULY 1, 2013.
OTHER CHANGES IN NET ASSETS
FORM 990, PART XI, LINE 5
OTHER CHANGES IN NET ASSETS CONSISTS OF $7,786,221 OF NON-CONTROLLING INTEREST AND $3,346 OF CHANGES IN RESTRICTED FUNDS.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.