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
DARTMOUTH-HITCHCOCK CLINIC
Employer identification number
22-2519596
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.") .
4,383
142,981
0
0
0
147,364
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......
434,650,631
365,093,409
368,081,102
298,584,597
402,775,030
1,869,184,769
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.
434,655,014
365,236,390
368,081,102
298,584,597
402,775,030
1,869,332,133
7a
Amounts included on lines 1, 2, and 3 received from disqualified persons...
0
0
0
0
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
0
0
0
0
8
Public support (Subtract line 7c from line 6.)
1,869,332,133
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...
434,655,014
365,236,390
368,081,102
298,584,597
402,775,030
1,869,332,133
10a
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
4,052,931
3,383,606
3,085,762
-66,568
86,263
10,541,994
b
Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
0
c
Add lines 10a and 10b.
4,052,931
3,383,606
3,085,762
-66,568
86,263
10,541,994
11
Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
905,573
5,244
910,817
12
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)
..
4,574,675
0
287,656
4,862,331
13
Total support. (Add lines 9, 10c, 11, and 12.)..
443,282,620
368,619,996
371,454,520
299,423,602
402,866,537
1,885,647,275
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
99.135 %
16
Public support percentage from 2011 Schedule A, Part III, line 15
...............
16
98.834 %
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2012 (line 10c, column (f) divided by line 13, column (f))
......
17
0.559 %
18
Investment income percentage from 2011 Schedule A, Part III, line 17
.............
18
0.773 %
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
DARTMOUTH-HITCHCOCK CLINIC
Employer identification number
22-2519596
Identifier
Return Reference
Explanation
Changes to Organizational Documents Since Last 990 Filing
FORM 990 Part VI Section A Line 4
Effective January 1, 2013, the Dartmouth-Hitchcock Clinic (DHC) Board of Trustees amended and restated the DHC Bylaws. The primary purpose of the amendments was to simplify the corporation's governance structure, which had become unwieldy. The amendments did not alter the mission of DHC, the role of its Board of Trustees, the Trustees' oversight of the chief executive officer selection, performance and compensation, the disposition of assets upon dissolution, or any other fundamental component of the DHC governance documents. The following is a brief statement of the significant changes to the DHC Bylaws: 1. The number of Trustees was reduced from 28 to a range from 17 to 24. Two new categories of Trustees also were established: a physician Trustee who is a Clinical Chair or Center Director, and a physician who practices in one of the Community Group Practices. 2. The Assembly of Overseers, primarily responsible for nominating Trustees and serving in an advisory role to the Board, was eliminated. The Bylaws now provide for different nominations by category of Trustee. For example, the Board of Governors will nominate physician positions, and the DHC Board will nominate candidates for the Public Trustee positions. Others serve ex officio. 3. The Board of Governors was reduced in size from 31 to 18 and will be chaired by the DHC President/CEO. Three new categories of Governors were established: a provider from a Community Group Practice, a nurse, and an associate provider. The Board of Governors' role was consolidated to the following three functions: -Serve as the executive committee of the professional staff in satisfaction of Joint Commission requirements; -Provide input and make recommendations to the CEO as to management issues and matters of concern to the professional staff; and -Provide input and make recommendations to the DHC Board of Trustees. 4. The selection process for a new President/CEO must be reviewed by the Board of Governors and include two criteria: (1) the candidate must be a licensed physician; and (2) a preference for an internal candidate. 5. The Committees of the DHC Board were reorganized into six standing committees: Governance, Value, Finance, Compensation, Research and Education, and Audit and Compliance. 6. The process for amending or repealing the DHC Bylaws, which maintain the requirements of a 2/3 majority vote of all Trustees, was modified to require the following in lieu of the requirements contained in the previous DHC Bylaws regarding the change in control process and involvement of the Divisional Boards of Governors of the Community Practices: - The proposed amendment(s) and the reason for it must be published and available to all Dartmouth-Hitchcock employees. - All Dartmouth-Hitchcock employees will be given the opportunity to provide input to the Trustees about the amendment. - All physicians credentialed at any Dartmouth-Hitchcock facility will have the opportunity to vote on an advisory recommendation regarding the amendment. - All associate providers credentialed at any Dartmouth-Hitchcock facility will have the opportunity to vote on an advisory recommendation regarding the amendment. - The Board of Trustees must request the written advice and recommendation of the Board of Governors on each proposed amendment.
Description of classes of Members, Persons, and their rights
Form 990, Part VI, Question 6 & 7a
Dartmouth-Hitchcock Health (D-HH) is the sole corporate Member of Dartmouth-Hitchcock Clinic (DHC). D-HH has specific authority and reserved powers, including the power to confirm the election of members of the DHC's Board of Trustees and the power to approve significant governance, financial and operational decisions of DHC's Trustees. In addition, The Dartmouth-Hitchcock Assembly of Overseers (Overseers) acts in an advisory capacity to the DHC Board of Trustees. It elects the Public Trustee members of the DHC Board, subject to the subsequent confirmation of such members by the D-HH Board of Trustees. The Overseers have no other voting rights with respect to the Board of Trustees. Form 990, Part VI, Question 7b In addition to reserved powers, Dartmouth-Hitchcock Health (D-HH) shall have the authority to take actions to establish, manage, and govern the System as an integrated health care delivery system in furtherance of the mission of the Clinic and other Organizations. These powers include but are not limited to items such as the ability to approve, disapprove or modify all material governance, programmatic and financial decisions of DHC's Board of Trustees, to appoint or remove a member of the Clinic's Board of Trustees, assess the Clinic a monetary amount for the payment of the expenses of D-HH, approve the Clinic's budget, approve the borrowings or dispositions of assets by the Clinic, approve key strategic relationships, approve the elimination or addition of any material health care service or program, and other authority to take action on behalf of the clinic.
Process used by management and/or Governing Body to Review 990
Form 990, Part VI, Line 11b
The Audit Committee of the DHC Board of Trustees is presented with a substantially complete Form 990. THE FORMS 990 AND 990-T ARE REVIEWED BY THE DIRECTOR OF CORPORATE FINANCE, VICE PRESIDENT OF CORPORATE FINANCE, AND THE CHIEF FINANCIAL OFFICER BEFORE THE FILING OF THE RETURN. The Committee members are expected to review these forms before the meeting. AT THE MEETING A PRESENTATION IS MADE BY THE VICE PRESIDENT OF CORPORATE FINANCE, WITH TIME ALLOTTED FOR QUESTIONS FROM THE COMMITTEE. ONCE THE RETURN HAS BEEN FULLY PREPARED A FINAL 990 AND 990-T COMPLETE ELECTRONIC VERSION IS SENT OUT TO EACH BOARD MEMBER PRIOR TO THE OFFICIAL FILING.
Description of Process to Monitor Transactions For Conflicts of Interest
Form 990, Part VI, Question 12c
The Dartmouth-Hitchcock Clinic Board of Trustees approved a policy concerning a voluntary self-disclosure of any potential conflict of interest. The Compliance and Audit Services Department conducts an annual survey and performs other procedures as considered necessary to report on compliance with the conflict of interest policy. The Compliance and Audit Services Department then reports to the board any potential conflicts for their review. Per the policy any conflicts or otherwise perceived conflicts are required to be addressed by the Board of Trustees on an ongoing basis. If a conflict arises, the individual is asked to recuse themselves from voting on any related items. The policy applies to all trustees, employees, and their immediate family members. All DHC board members are included in the annual conflict of interest survey.
Offices & Positions for Which Process was Used & Year Undertaken
Form 990, Part VI, Question 15a
Compensation for the President is evaluated by an independent third party firm for reasonableness and national data benchmarking. The Compensation Committee along with Independent Trustees approve the final compensation in consideration with the independent third party firm's recommendations and suggestions. This process was last undertaken in 2013.
Form 990, Part VI, Question 15b
Compensation for Officers and Key Employees are evaluated by an independent third party firm for reasonableness and national data benchmarking. The Compensation Committee along with Independent Trustees approve the final compensation in consideration with the independent third party firm's recommendations and suggestions. This process was last undertaken in 2013 for each person identified as an Officer or Key Employee.
Avail of Gov Docs, Conflict of Interest Policy, & Fin Stmts to Gen Public
Form 990, Part VI, Question 19
DHC's governing documents are available through the New Hampshire Secretary of State. Certain financial information is disclosed through the Community Benefits Annual Report. The audited financial statements, governing documents, and conflict of interest policy are available upon request either in electronic or hardcopy form. Average Hours Per Week Form Part VII Section A, Line 1A, Column B As part of DHC's and Mary Hitchcock Memorial Hospital's affiliation agreement, the two organizations share officers. As such, the average hours per week are allocated between the two organizations' 990's even though compensation reported in part VII is based on the entity issuing the W-2. In addition, certain officers spend time on Dartmouth-Hitchcock Health, the sole corporate member of both MHMH and DHC, along with two supporting organizations Dartmouth-Hitchcock Medical Center and Hamden Risk Retention Group. Independent Contractors Form 990 Part VII Section B Dartmouth-Hitchcock Clinic is part of the Dartmouth-Hitchcock (D-H) Healthcare System which includes DHC, Mary Hitchcock Memorial Hospital (MHMH) and subsidiaries. MHMH received authority from the Internal Revenue Service to act as DHC's Pay Agent and implemented this process at the beginning of fiscal year 2010. All expenses are paid directly by MHMH and reimbursed by DHC. MHMH manages all required IRS reporting in regards to 1099's for independent contractors. Statement of Functional Expenses Form 990 Part IX Mary Hitchcock Memorial Hospital and Dartmouth-Hitchcock Clinic operate under an affiliation agreement as directed by Dartmouth-Hitchcock Health, the sole Corporate Member of both entities. Due to the integrated operating structure, related mission, and close relationship of the two tax-exempt organizations, expenses are shared between the two entities. All expenses reported within this 990 are the organization's share of expenses as designated by the affiliation agreement.
FINANCIAL STATEMENTS AND REPORTING
Form 990 Part XI, Question 5
Other Changes in Net Assets Include: Pension-related charges and other ($50,807,951) Audited Financial Statements Form 990 Part XII, Question 2d The organization's financial information is included in the audited financial statements of Dartmouth-Hitchcock and Subsidiaries, which consists of Dartmouth-Hitchcock Clinic, Mary Hitchcock Memorial Hospital, and subsidiaries. A-133 Audit Form 990 Part XII, Question 3a DURING FISCAL YEAR 2013, MARY HITCHCOCK MEMORIAL HOSPITAL EXPENDED FUNDS FROM FEDERAL AWARDS IN EXCESS OF THE MINIMUM THRESHHOLD SET FORTH IN THE SINGLE AUDIT ACT AND OMB CIRCULAR A-133, THEREFORE REQUIRING AN AUDIT. DUE TO THE ISSUANCE OF THE COMBINED FINANCIAL STATEMENTS, THE SINGLE AUDIT WAS PERFORMED ON THE COMBINED FINANCIAL INFORMATION OF ALL ORGANIZATIONS, INCLUDING DARTMOUTH-HITCHCOCK CLINIC.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.