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
COOLEY DICKINSON HEALTH CARE CORP
Employer identification number
04-2103561
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)
No
(ii)
A family member of a person described in (i) above?
......................
11g(ii)
No
(iii)
A 35% controlled entity of a person described in (i) or (ii) above?
................
11g(iii)
No
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
(A)
Cooley Dickinson Hospital Inc
222617175
Hospital
Yes
Yes
Yes
159,361
Total
159,361
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:
12000197
Software Version:
v1.00
-
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
COOLEY DICKINSON HEALTH CARE CORP
Employer identification number
04-2103561
Identifier
Return Reference
Explanation
F990_P01_S00_L06
Form 990, Part I, Line 6
28 individuals served as voluntary Trustees on the organizations Board of Trustees and Board Committees.
F990_P04_S00_L11f
Form 990, Part IV, Line 11f
The organization did not have a FIN48 liability, therefore a footnote was not needed in the audited financial statements.
F990_P06_S0A_L02
Form 990, Part VI, Section A, Line 2
The same individuals serve as Officers and Trustees on the Boards of Cooley Dickinson Health Care Corporation, Cooley Dickinson Hospital, and VNA & Hospice of Cooley Dickinson. Six of the thirteen Trustees who served on the Board of CD Practice Associates also serve on the Board of Cooley Dickinson Health Care Corporation, Cooley Dickinson Hospital, and VNA & Hospice of Cooley Dickinson.
F990_P06_S0A_L04
Form 990, Part VI, Section A, Line 4
The organizations Bylaws and Articles of Organization were amended and restated effective July 1, 2013. On July1, 2013, Cooley Dickinson Health Care Corporation and subsidiaries (Cooley Dickinson Hospital, CD Practice Associates, and VNA & Hospice of Cooley Dickinson) became an affiliate of Massachusetts General Hospital and Partners HealthCare System. Cooley Dickinson contributed their net assets to Partners HealthCare on the transaction date. The goal of the affiliation is to enhance access to health care services; lower the cost of care at the Hospital while improving value; and facilitate the deployment of population health management to improve the health of the residents of the Hospitals service area. The composition of the Board of Trustees has been increased, not to exceed twenty-eight and not to be less than twenty-four persons. The president of the Corporation and the President of the Medical Staff will serve as ex officio Trustees, six of the Trustees will be drawn from the Massachusetts General Hospital and Partners HealthCare communities and the balance of the Trustees will be drawn from the service area of Cooley Dickinson.
F990_P06_S0A_L06
Form 990, Part VI, Section A, Line 6
The sole member of the corporation shall be The Massachusetts General Hospital.
F990_P06_S0A_L07a
Form 990, Part VI, Section A, Line 7a
The Board of Trustees of the Corporation shall elect the Elected Trustees.
F990_P06_S0A_L07b
Form 990, Part VI, Section A, Line 7b
The membership body is the Board of Trustees.
F990_P06_S0B_L11b
Form 990, Part VI, Section B, Line 11b
Cooley Dickinson Health Care Corporation prepared the Form 990. The Form was then reviewed internally by management and following that review, the Corporations management presented the Form 990 to the Board of Trustees Audit and Compliance Committee for review and comment. The completed Form 990, including all schedules, with the exception of Schedule B the Schedule of Contributors, was provided electronically to each member of the Board of Trustees prior to filing with the IRS. Schedule B was present at the July 2014 Board meeting and was made available for viewing after the meeting or by scheduling an appointment with Laurie Lamoureux, Vice President Finance.
F990_P06_S0B_L12c
Form 990, Part VI, Section B, Line 12c
All employees of CDHCC are provided copies of the organization's Conflict of Interest Policy as well as a questionnaire upon hire. Each individual is required to sign that they have received and understand the policy. They are also asked to disclose any real or perceived conflict of interest. The completed forms are returned to the organization's Compliance Officer who is responsible for monitoring and enforcing the Conflict of Interest Policy. Annually thereafter, employees are asked if they understand the policy and have anything to report as part of the annual performance evaluation. There is ongoing monitoring to ensure all new employees fill out the questionnaire and ongoing employees are asked as part of the review process. Trustees and Senior Managers have the additional requirement of completing an annual questionnaire. All completed questionnaires are reviewed by the Compliance Officer who consults with legal counsel and takes action as appropriate to understand the relationships and raise awareness. The Compliance Officer also reports annually to the Board of Trustees on policy enforcement.
F990_P06_S0B_L15
Form 990, Part VI, Section B, Line 15
The CEO/Assistant Secretary and the Assistant Treasurer are compensated by Cooley Dickinson Hospital Inc.
F990_P06_S0C_L19
Form 990, Part VI, Section C, Line 19
The organization's governing documents are filed with the Massachusetts Secretary of State and the financial statements are filed with the Massachusetts Attorney General, all of which are open to public inspection. Further, the Form 990, financial statements, and conflict of interest policy are available to the public upon request.
F990_P07_S0A_L01a
Form 990, Part VII, Section A, Line 1a
Henry Rosenberg MD, Margaret Russo, MD, and Peter Siersma, MD are compensated by CD Practice Associates, working an average of 32 hours, 20 hours, and 40 hours per respectively; Craig Melin and Edith Peter are compensated by Cooley Dickinson Hospital Inc, each working an average of 50 hours per week. Michael Blute MD, David Brown MD, Alan Anthony James, Elizabeth Mort MD MPH, and Peter Slavin MD MBA are compensated by Partners HealthCare System each working an average of 50 hours per week.
F990_P11_S00_L09
Form 990, Part XI, Line 9
Net assets released from restriction for operations ($137,950); Net assets released from restriction for capital additions ($21,411); Equity transfer from Cooley Dickinson Hospital to support development activities $273,341.
F990_P12_S00_L02b
Form 990, Part XII, Line 2b
The organizations financial statements were audited by PricewaterhouseCoopers LLC on a consolidated basis under Partners HealthCare System Inc and Affiliates.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.