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
2011
Open to Public Inspection
Name of the organization
ALLINA MEDICAL CLINIC
Employer identification number
41-1781624
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) 2011
Schedule A (Form 990 or 990-EZ) 2011
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) 2007
(b) 2008
(c) 2009
(d) 2010
(e) 2011
(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) 2007
(b) 2008
(c) 2009
(d) 2010
(e) 2011
(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—2011.
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—2010.
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—2011.
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—2010.
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) 2011
Schedule A (Form 990 or 990-EZ) 2011
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) 2007
(b) 2008
(c) 2009
(d) 2010
(e) 2011
(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) 2007
(b) 2008
(c) 2009
(d) 2010
(e) 2011
(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 2011 (line 8 column (f) divided by line 13 column (f))
.........
15
16
Public support percentage from 2010 Schedule A, Part III, line 15
...............
16
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2011 (line 10c column (f) divided by line 13 column (f))
......
17
18
Investment income percentage from 2010 Schedule A, Part III, line 17
.............
18
19a
33 1/3% support tests—2011.
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—2010.
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) 2011
Schedule A (Form 990 or 990-EZ) 2011
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) 2011
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
2011
Open to Public Inspection
Name of the organization
ALLINA MEDICAL CLINIC
Employer identification number
41-1781624
Identifier
Return Reference
Explanation
CHANGES IN PROGRAM SERVICES
FORM 990, PART III, LINE 3
AS MORE FULLY DESCRIBED IN THE ATTACHED ARTICLES OF MERGER, ALLINA MEDICAL CLINIC MERGED WITH AND INTO ITS PARENT ORGANIZATION ALLINA HEALTH SYSTEM, A MINNESOTA 317A NONPROFIT CORPORATION AND 501(C)(3) TAX EXEMPT ORGANIZATION, ON DECEMBER 31, 2011. ALLINA HEALTH SYSTEM IS THE SURVIVING AND SUCCESSOR ORGANIZATION. AS A RESULT AND FOR TAX REPORTING PURPOSES, ALL ASSETS AND LIABILITIES OF ALLINA MEDICAL CLINIC HAVE BEEN TRANSFERRED TO ALLINA HEALTH SYSTEM AS OF DECEMBER 31, 2011. THE FUND BALANCE TRANSFERRED WAS $47,603,941. FOLLOWING THE MERGER TRANSACTION, THE PROGRAM SERVICES AND ACTIVITIES CONDUCTED BY ALLINA MEDICAL CLINIC SHALL BE CONDUCTED BY ALLINA HEALTH SYSTEM.
FORM 990, PART VI, SECTION A, LINE 2
MARK SHEFFERT AND RODNEY YOUNG - BUSINESS RELATIONSHIP
FORM 990, PART VI, SECTION A, LINE 6
ALLINA HEALTH SYSTEM IS THE SOLE CORPORATE MEMBER ORGANIZATION AND PARENT ORGANIZATION OF ALLINA MEDICAL CLINIC. SEE SCHEDULE R FOR FURTHER DETAILS.
FORM 990, PART VI, SECTION A, LINE 7A
AS THE SOLE CORPORATE MEMBER ORGANIZATION, ALLINA HEALTH SYSTEM HOLDS CERTAIN RESERVED POWERS OVER ALLINA MEDICAL CLINIC. THE RESERVED POWERS ARE FULLY DESCRIBED IN ALLINA MEDICAL CLINIC'S GOVERNING DOCUMENTS AND INCLUDE SUCH POWERS AS ELECTION AND APPROVAL OF DIRECTORS, FINAL APPROVAL OF AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS, APPROVAL OF STRATEGIC PLANS AND CAPITAL AND OPERATING BUDGETS, APPROVAL OF PLANS OF MERGER OR CONSOLIDATION, APPROVAL OF INCURRENCE OF DEBT OR EXPENDITURES IN EXCESS OF CERTAIN AMOUNTS, AND VARIOUS OTHER RESERVED POWERS AS DESCRIBED THEREIN.
FORM 990, PART VI, SECTION A, LINE 7B
7B - SAME AS LINE 7A DESCRIPTION ABOVE.
FORM 990, PART VI, SECTION B, LINE 11
THE ALLINA MEDICAL CLINIC FORM 990 WAS PREPARED BY THE TAX SERVICES FUNCTION OF ALLINA HEALTH SYSTEM, ALLINA MEDICAL CLINIC'S SOLE CORPORATE MEMBER AND PARENT ORGANIZATION. THE FORM 990 FILING WAS SUBJECTED TO A RIGOROUS REVIEW PROCESS BY ALLINA'S TAX MANAGER AND TAX DIRECTOR. ALLINA'S VICE PRESIDENT OF FINANCE & TREASURY ALSO PERFORMED AN EXECUTIVE REVIEW OF THE FORM 990. AFTER THE MANAGEMENT REVIEW PROCESS DESCRIBED ABOVE WAS COMPLETED, THE FINAL FORM 990, AS ULTIMATELY FILED WITH THE INTERNAL REVENUE SERVICE [IRS], WAS PROVIDED TO EACH VOTING MEMBER OF ALLINA MEDICAL CLINIC'S BOARD OF DIRECTORS. AN ALLINA MEDICAL CLINIC BOARD OF DIRECTORS MEETING WAS HELD ON NOVEMBER 1, 2012 TO REVIEW AND DISCUSS THE FORM 990 FILING. THE ALLINA MEDICAL CLINIC BOARD OF DIRECTORS VOTED ON AND APPROVED A RESOLUTION APPROVING THE FORM 990 AND THE MINNESOTA CHARITABLE TRUST ANNUAL REPORT TO BE FILED WITH THE MINNESOTA ATTORNEY GENERAL. THE BOARD OF DIRECTORS RESOLUTION ALSO DIRECTED OFFICERS TO FILE THE FORM 990 WITH THE IRS AND THE CHARITABLE TRUST ANNUAL REPORT WITH THE CHARITIES DIVISION OF THE OFFICE OF THE MINNESOTA ATTORNEY GENERAL. THE ABOVE STATED REVIEW AND APPROVAL PROCESS OCCURRED PRIOR TO FILING THE ALLINA MEDICAL CLINIC FORM 990 WITH THE IRS AND MINNESOTA CHARITABLE TRUST ANNUAL REPORT WITH THE MINNESOTA ATTORNEY GENERAL.
FORM 990, PART VI, SECTION B, LINE 12C
THE ORGANIZATION HAS SEVERAL METHODS OF MONITORING AND ENFORCING COMPLIANCE WITH ITS CONFLICT OF INTEREST POLICY. FIRST, THE ORGANIZATION REGULARLY DISTRIBUTES CONFLICT OF INTEREST DISCLOSURE QUESTIONNAIRES TO ITS OFFICERS, DIRECTORS, TRUSTEES, AND KEY EMPLOYEES. THESE INDIVIDUALS ARE REQUIRED TO DISCLOSE ANNUALLY ANY INTEREST THAT COULD GIVE RISE TO CONFLICTS, INCLUDING ANY FAMILY OR BUSINESS RELATIONSHIP. SECOND, THE GENERAL COUNSEL'S OFFICE ANNUALLY DELIVERS A REPORT TO ALLINA'S BOARD OF DIRECTORS WHICH INCLUDES, AMONG OTHER THINGS, THE RESULTS OF THE CONFLICT OF INTEREST QUESTIONNAIRE, AN ANALYSIS OF POTENTIAL CONFLICTS, AND GUIDANCE FOR SATISFACTORILY RESOLVING CONFLICTS. THIRD, THE ORGANIZATION UNDERTAKES MANDATORY COMPLIANCE TRAINING OF ALL ITS EMPLOYEES WHICH INCLUDES TRAINING ON CONFLICTS OF INTEREST. FOURTH, ALL EMPLOYEES RECEIVE, AND ARE EXPECTED TO CONDUCT THEMSELVES IN ACCORDANCE WITH ALLINA'S CODE OF CONDUCT. THE CODE OF CONDUCT CONTAINS EDUCATIONAL MATERIALS AND GUIDANCE TO RESOLVE POTENTIAL CONFLICTS OF INTEREST. FIFTH, ALLINA MAINTAINS A CORPORATE INTEGRITY HOTLINE, A CONFIDENTIAL 24 HOUR EXTERNAL RESOURCE TO HELP ANSWER QUESTIONS RELATED TO ETHICAL BUSINESS CONDUCT. ALL CALLS TO THE INTEGRITY LINE ARE KEPT CONFIDENTIAL.
FORM 990, PART VI, SECTION B, LINE 15
ALLINA MEDICAL CLINIC'S COMPENSATION AND BENEFITS PROGRAMS ARE VESTED IN AND ADMINISTERED IN CONJUNCTION WITH ALLINA HEALTH SYSTEM, ALLINA MEDICAL CLINIC'S SOLE MEMBER PARENT ORGANIZATION. THE COMPENSATION COMMITTEE OF THE ALLINA HEALTH SYSTEM BOARD OF DIRECTORS IS RESPONSIBLE FOR ALL COMPENSATION AND BENEFITS PROGRAM ELEMENTS FOR NON-COLLECTIVELY BARGAINED ALLINA MEDICAL CLINIC AND ALLINA HEALTH SYSTEM EMPLOYEES. ALLINA HEALTH SYSTEM USES A PROCESS FOR DETERMINING COMPENSATION FOR THE ALLINA MEDICAL CLINIC PRESIDENT, THE ALLINA HEALTH SYSTEM CHIEF EXECUTIVE OFFICER, AND CERTAIN OTHER OFFICERS AND KEY EMPLOYEES THAT INCLUDED ALL OF THE FOLLOWING ELEMENTS: REVIEW AND APPROVAL BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS, THE MEMBERS OF WHICH ARE INDEPENDENT AND WITHOUT A CONFLICT OF INTEREST AS DEFINED IN REGULATION SECTION 53.4958-6(C)(1)(III). ENGAGEMENT OF AN INDEPENDENT COMPENSATION CONSULTANT SPECIALIZING IN EXECUTIVE COMPENSATION USE OF DATA AS TO COMPARABLE COMPENSATION FOR SIMILARLY QUALIFIED PERSONS IN FUNCTIONALLY COMPARABLE POSITIONS AT SIMILARLY SITUATED ORGANIZATIONS CONTEMPORANEOUS DOCUMENTATION, SUBSTANTIATION AND RECORDKEEPING WITH RESPECT TO DELIBERATIONS AND DECISIONS REGARDING THE COMPENSATION ARRANGEMENT THE ABOVE DESCRIBED PROCESS AND AN ASSESSMENT IS PERFORMED AT LEAST ANNUALLY FOR THE FOLLOWING ALLINA HEALTH SYSTEM POSITIONS: CHIEF EXECUTIVE OFFICER/PRESIDENT, CHIEF FINANCIAL OFFICER, CHIEF CLINICAL OFFICER, EXECUTIVE VICE PRESIDENT - ALLINA HOSPITALS, PRESIDENT - ABBOTT NORTHWESTERN HOSPITAL, PRESIDENT - UNITED HOSPITAL, PRESIDENT - MERCY HOSPITAL, PRESIDENT - UNITY HOSPITAL, EXECUTIVE VICE PRESIDENT - AMBULATORY CARE, PRESIDENT - ALLINA CLINICS, SENIOR VICE PRESIDENT - GENERAL COUNSEL, SENIOR VICE PRESIDENT - CLINICAL SERVICES LINES, SENIOR VICE PRESIDENT - CHIEF COMPLIANCE OFFICER. IN ADDITION, THE COMPENSATION COMMITTEE REVIEWS AND APPROVES ALL COMPENSATION CHANGES OF THE ALLINA MEDICAL CLINIC PRESIDENT, ALLINA HEALTH SYSTEM CHIEF EXECUTIVE OFFICER AND THE OTHER AFOREMENTIONED POSITIONS LISTED IN ADVANCE OF THE CHANGE.
FORM 990, PART VI, SECTION C, LINE 19
ALLINA MEDICAL CLINIC MAKES ITS FORM 990, FORM 1023, GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST. TO ARRANGE AN INSPECTION OR RECEIVE A COPY, PLEASE CONTACT THE FOLLOWING: ALLINA MEDICAL CLINIC TAX SERVICES MAIL ROUTE 10890 P.O. BOX 43 MINNEAPOLIS, MN 55407-0043 TELEPHONE: 612-262-0660 PHYSICAL ADDRESS: 2925 CHICAGO AVENUE MINNEAPOLIS, MN 55407-1321 THE FORM 990 AND FORM 1023 ARE ALSO AVAILABLE DIRECTLY FROM THE INTERNAL REVENUE SERVICE. THE FORM 990 IS ALSO AVAILABLE FROM THE CHARITIES DIVISION OF THE OFFICE OF THE MINNESOTA ATTORNEY GENERAL.
FORM 990, PART VII, SECTION A
COMPENSATION OF $13,000 FOR SERVICES JOSEPH GOSWITZ, MD PROVIDED AS A MEMBER OF THE BOARD OF DIRECTORS AND AS CHAIRMAN OF THE ALLINA PHYSICIAN GOVERNANCE COMMITTEE WAS PAID TO HOSPITAL PATHOLOGY ASSOCIATES, A PHYSICIAN PRACTICE FOR WHICH DR. GOSWITZ IS A MEMBER.
FINANCIAL STATEMENTS AUDITED BY AN INDEPENDENT ACCOUNTANT
FORM 990, PART XII, LINE 2B
ALLINA MEDICAL CLINIC'S FINANCIAL STATEMENTS WERE INCLUDED AS A COMPONENT PART OF THE CONSOLIDATED FINANCIAL STATEMENTS OF ITS PARENT ORGANIZATION, ALLINA HEALTH SYSTEM. THE CONSOLIDATED ALLINA HEALTH SYSTEM FINANCIAL STATEMENTS WERE AUDITED BY THE INDEPENDENT PUBLIC ACCOUNTING FIRM KPMG, LLP. THE AUDIT WAS CONDUCTED IN ACCORDANCE WITH AUDITING STANDARDS GENERALLY ACCEPTED IN THE UNITED STATES. KPMG, LLP ISSUED AN UNQUALIFIED OPINION ON THE CONSOLIDATED FINANCIAL STATEMENTS MEANING THE 2011 CONSOLIDATED FINANCIAL STATEMENTS OF ALLINA HEALTH SYSTEM PRESENT FAIRLY, IN ALL MATERIAL RESPECTS, THE FINANCIAL POSITION OF ALLINA HEALTH SYSTEM AS OF DECEMBER 31, 2011 AND THE RESULTS OF ITS OPERATIONS AND ITS CASH FLOWS FOR THE YEAR THEN ENDED IN CONFORMITY WITH U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES.
PART XII, LINE 2C EXPLANATION
THIS PROCESS REMAINS UNCHANGED FROM PRIOR YEAR.
GENERAL NARRATIVE
ALLINA HEALTH SYSTEM IS THE SOLE CORPORATE MEMBER ORGANIZATION AND PARENT ORGANIZATION OF ALLINA MEDICAL CLINIC. SEE SCHEDULE R FOR FURTHER DETAILS.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.