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
2010
Open to Public Inspection
Name of the organization
MARSHFIELD CLINIC
Employer identification number
39-0452970
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 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 support?
Yes
No
Yes
No
Yes
No
Total
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2010
Schedule A (Form 990 or 990-EZ) 2010
Page 2
Part II
Support Schedule for Organizations Described in IRC 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) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(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) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(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. (Explain in Part IV.) Do not include gain or loss from the sale of capital assets..
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 2010 (line 6 column (f) divided by line 11 column (f))
.........
14
15
Public Support Percentage for 2009 Schedule A, Part II, line 14
...............
15
16a
33 1/3% support test—2010.
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—2009.
If the organization did not check the 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—2010.
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—2009.
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) 2010
Schedule A (Form 990 or 990-EZ) 2010
Page 3
Part III
Support Schedule for Organizations Described in IRC 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) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(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) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(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 2010 (line 8 column (f) divided by line 13 column (f))
.........
15
16
Public support percentage from 2009 Schedule A, Part III, line 15
...............
16
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2010 (line 10c column (f) divided by line 13 column (f))
......
17
18
Investment income percentage from 2009 Schedule A, Part III, line 17
.............
18
19a
33 1/3% support tests—2010.
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—2009.
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) 2010
Schedule A (Form 990 or 990-EZ) 2010
Page 4
Part IV
Supplemental Information.
Supplemental Information. Complete this part to provide the explanation required by Part II, line 10; Part II, line 17a or 17b; or 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) 2010
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
2010
Open to Public Inspection
Name of the organization
MARSHFIELD CLINIC
Employer identification number
39-0452970
Identifier
Return Reference
Explanation
SUPPLEMENTAL INFORMATION
Part III Statement of Program Service Accomplishments Line 4a - Patient Medical Care Marshfield Clinic (the Clinic) has 765 physicians in 86 medical specialties and subspecialties located in 54 locations throughout northern, central and western Wisconsin. For 95 years, the Clinic has provided medical care to all patients regardless of their ability to pay. Charity care determinations are based on financial information provided by the patient and analysis of other relevant information. Because the Clinic anticipates either no or nominal payment for these services, the amounts are excluded from revenues. There were approximately 3,800,000 patient encounters for fiscal year 2011. The Clinic provided Charity Care of $6,799,000 in fiscal year 2011 based on the cost of providing care to patients who cannot afford to pay in accordance with its Charity Care Policy. The Clinic also provides substantial community support through the provision of services to individuals supported by public programs such as general relief, Medicare and Medicaid. The Clinic's cost of providing services under these programs in excess of reimbursement received by the Clinic, and the estimated unreimbursed cost of providing care to low income underinsured and uninsured patients through the Clinic's partnership with Family Health Center, a federally funded community health center was $170,303,000 in fiscal year 2011. Line 4b - Medical Research and Education Through its research division, Marshfield Clinic Research Foundation (MCRF), the Clinic is engaged in medical and scientific research on national and international levels. The MCRF mission is to discover and communicate scientific knowledge that substantially improves human health and well-being. Since MCRF's establishment in 1959, research discoveries by MCRF scientists and Clinic physicians have expanded knowledge in multiple fields of human health and reduced the burden of disease and disability. Areas of focus include clinical research, rural and agricultural health and safety, human genetics, epidemiology, and biomedical informatics. The Marshfield Clinic Education Division also has a history of strong commitment to education and public service. Full residency programs for recent medical school graduates include internal medicine, pediatrics, medicine and pediatrics, dermatology, general surgery and transitional year. All programs are fully accredited by the Accreditation Council for Graduate Medical Education (ACGME) of the American Medical Association. The Clinic has exemplary accreditation status with the Accreditation Council on Continuing Medical Education [ACCME] as a longstanding provider of Continuing Medical Education to area physicians and allied health providers. Additionally, we serve as an academic clinical campus of the University of Wisconsin School of Medicine and Public Health. We have over 80 national post-secondary academic affiliations and over 30 State post-secondary academic affiliations for student, resident, and fellowship training. Lastly, each year the Clinic sponsors public educational events including the Lawton Lecture, Faces of Aging, and provides the public with one of the most comprehensive and reliable patient education websites.
Line 4c - Laboratory Medicine
Marshfield Labs provides comprehensive anatomical and high-complexity diagnostic testing services to patients of Marshfield Clinic and other area medical facilities. In addition to the primary laboratory located in Marshfield, Marshfield Labs is serving the needs of surrounding communities with smaller labs at many Marshfield Clinic centers throughout central and northern Wisconsin. Proximity to our laboratories provides convenience and expeditious service to Marshfield Clinic patients. Marshfield Labs has become a center for the latest technologies and most advanced testing methods utilized today. Some of the advanced tests and emerging technologies offered by Marshfield Labs would not otherwise be available to patients in rural areas. Part VI Governance, Management, and Disclosure, Line 6 As of September 30, 2011 the Marshfield Clinic has 647 physicians who are referred to as "shareholders." As disclosed in the organization's original Form 1023, all shareholders sign an agreement that provides that the assets of the organization are held in trust for charitable, educational and scientific purposes. "Shareholders" do not build up equity in the organization and, in the event of dissolution of Marshfield Clinic, all of the assets of the organization would be distributed to another charitable organization. Part VI Governance, Management, and Disclosure, Line 7a The shareholders have the right to elect the organization's officers and directors. Part VI Governance, Management, and Disclosure, Line 7b The shareholders have the right to approve any changes to the organization's Articles of Incorporation and Bylaws by a vote of two-thirds of the shareholders present at each of two consecutive shareholder meetings at which a quorum is present. The shareholders have the right to terminate the employment of a physician-shareholder by a vote of four-fifths of the outstanding shares entitled to vote. The shareholders have the right to approve any dissolution or liquidation of the organization by a vote of four-fifths of the shareholders. In the event of liquidation or dissolution of the organization, after payment of liabilities, the shareholders by majority vote of the shareholders shall select the educational, scientific or charitable organizations to which the organization's assets shall be transferred. Part VI Governance, Management, and Disclosure, Line 11a The Chief Financial Officer and Controller shall review the completed Form 990 and Form 990-T in depth. After their review and prior to filing Form 990 and Form 990-T with the IRS, the CFO or his/her designee will provide to each member of the Board of Directors a copy in electronic or paper form of the completed Form 990 (and all required schedules) and the completed Form 990-T (and all required schedules). Thereafter, at the next Board meeting (or at a special meeting called for this purpose), the CFO and/or his/her designee shall review the forms and schedules with the board members and answer any questions. In addition, the FY11 Form 990 was reviewed by KPMG prior to filing.
Part VI Governance, Management, and Disclosure, Line 12c
Each disclosing individual shall complete and submit the disclosure form to the Secretary of the Board of Directors on or before January 1st of each year, or, if earlier, within one month after the individual qualifies as a disclosing individual. Each disclosing individual shall update his/her disclosure form during the year as necessary. The secretary shall maintain the completed disclosure forms in a confidential manner. The Secretary shall make the completed disclosure forms available to the executive committee and/or Board of Directors as necessary to make conflict of interest determinations and decisions concerning the fairness and reasonableness of transactions to Marshfield Clinic. In addition, the Secretary shall disclose the completed forms as necessary to those Clinic employees responsible for completion of the Clinic's IRS Form 990. Part VI Governance, Management, and Disclosure, Lines 15a, and 15b In late 2008, the Clinic established an Independent Compensation Committee (the "Committee") to have final authority in approving compensation of directors, officers and other disqualified persons, as defined in IRC Section 4958. The Committee and its operating procedures were designed to establish the rebuttable presumption of reasonableness described in Treas. Reg. 53.4958-6. However, as a result of an internal compliance review conducted in mid-2010, the Clinic discovered that certain parts of the Committee's procedures and documentation may not have fully satisfied the rebuttable presumption requirements. The Clinic's leadership worked with the Committee to improve the procedures and documentation for the upcoming compensation review and approval cycle. As a result, in late 2010, the Committee established compensation for the 2011 calendar year in a manner that complied with the rebuttable presumption requirements. Specifically, the Committee consisted solely of persons having no conflicts of interest. The Committee reviewed appropriate comparability data to confirm that total compensation amounts to be paid were reasonable and comparable to amounts paid by similarly-situated organizations. Finally, the compensation review and approval process was thoroughly and timely documented. Part VI Governance, Management, and Disclosure, Line 19 Marshfield Clinic does not make its current governing documents, Conflict of Interest Policy or financial statements available to the public. Federal tax law does not require that such documents be made publicly available unless they were included on a form that is publicly available. Marshfield Clinic does make available its Form 1023, as required. Schedule A, Part I Per IRS instructions for the Form 990, "the definition of hospitals for Schedule A (Form 990 or 990-EZ), Part I, is different from the definition for Schedule H (Form 990), hospitals. Accordingly, any organization that checks this box may or may not be required to complete Schedule H (Form 990)." Marshfield Clinic is not recognized by any State as a hospital. Therefore, Marshfield Clinic is not required to complete Schedule H. Part XI, Line 5 - Reconciliation of Net Assets Net Asset Transfers: Reimbursement from Security Health Plan for remodeling 604,555 Reimbursement from Security Health Plan for support of Clinic initiatives 10,238,197 Transfer building to Lakeview Medical Center (23,945,201) Transfer of earnings from Lakeview Medical Center 3,577,000 Reimbursement to Family Health Center for expenses (14,664) ------------- TOTAL NET ASSET TRANSFERS (9,540,113) Unrealized Gains (Losses) (6,736,979) Current year change in unfunded benefit liability 566,384 Reduction in shareholder equity (9,000) Miscellaneous adjustments (77,609) ------------- TOTAL OTHER CHANGES IN NET ASSETS (15,797,317)
HOURS DEVOTED FOR RELATED ORGANIZATION
FORM 990 PART VII
NAME:Stephen Blonsky, MD TITLE:Nephrology- East HOURS:1
HOURS DEVOTED FOR RELATED ORGANIZATION
FORM 990 PART VII
NAME:Humbert Vidaillet, MD TITLE:Electrophysiologist - Central HOURS:1
HOURS DEVOTED FOR RELATED ORGANIZATION
FORM 990 PART VII
NAME:Ivan B. Schaller, MD TITLE:Internal Medicine - East HOURS:1
HOURS DEVOTED FOR RELATED ORGANIZATION
FORM 990 PART VII
NAME:Qasim Raza, MD TITLE:Hospitalist - Central 2 HOURS:1
HOURS DEVOTED FOR RELATED ORGANIZATION
FORM 990 PART VII
NAME:C. Todd Stewart, MD TITLE:Pediatric Intensivist - Centra HOURS:1
HOURS DEVOTED FOR RELATED ORGANIZATION
FORM 990 PART VII
NAME:Mark LePage, MD TITLE:Radiology - Central 3 HOURS:1