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
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 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.") .
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:
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
MARSHFIELD CLINIC
Employer identification number
39-0452970
Identifier
Return Reference
Explanation
Part III, Organization`s Mission, Ln 1
THE MISSION OF MARSHFIELD CLINIC IS TO SERVE PATIENTS THROUGH ACCESSIBLE, HIGH QUALITY HEALTH CARE, RESEARCH AND EDUCATION. THROUGH RESEARCH, EDUCATION AND STANDARDIZATION OF QUALITY, OUR VISION IS TO REDUCE THE BURDEN OF DISEASE, DISABILITY AND COST FOR OUR PATIENTS AND COMMUNITIES. Part III Statement of Program Service Accomplishments- Ln 4a Medical Care: The Marshfield Clinic system provides patient care, research and education throughout northern, central and western Wisconsin, with locations in 37 communities. Marshfield Clinic (the Clinic) has 746 physicians in 86 medical specialties and subspecialties. For 97 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 3,900,000 patient encounters for fiscal year 2013. The Clinic provided Charity Care of $7,883,000 in fiscal year 2013 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 Clinics partnership with Family Health Center, a federally funded community health center was $203,015,000 in fiscal year 2013. Medical Research and Education, Ln 4b 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 MCRFs 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, and general surgery. 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. Marshfield Clinic is recognized as a Training Center for the American Heart Association and also sponsors educational events and training for the public including diabetes education mental health programs. Laboratory Medicine, Ln 4c 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, Ln 6
As of September 30, 2013 the Marshfield Clinic has 634 physicians who are referred to as "shareholders." As disclosed in the organization`s original 1023, all shareholders sign an agreement that provides that the assets of the organization are held in trust for charitable, educational and scientific purpose. "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, Ln 7a
The shareholders have the right to elect the organization's officers and directors.
Part VI, Governance, Management, and Disclosure, Ln 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, Ln 11a
Describe the process the Organization uses to review the Form 990. (Excerpts from Marshfield Clinics 990/990-T Review Policy) 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 FY13 form 990 was reviewed by KPMG prior to filing.
Part VI, Governance, Management, and Disclosure, Ln 12c
Describe how the Organization regularly and consistently monitors and enforces compliance with its Conflict of Interest Policy. (Excerpts from Marshfield Clinics Conflict of Interest Policy) "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
(Excerpts from Compensation Policy) "The Clinic's Independent Compensation Committee (Compensation Committee) shall have final authority for approving compensation of Directors and other "disqualified persons" as that term is defined in 26 CFR sec. 53.4958-3. It shall be the responsibility of the Compensation Committee to insure that the Clinic does not pay an amount that exceeds reasonable compensation for any disqualified person. The Compensation Committee and its operating procedures shall be designed to establish the rebuttable presumption of reasonableness of compensation outlined in 26 CFR sec. 53.4958-6 with respect to each disqualified person. In determining reasonableness of compensation, the Compensation Committee shall evaluate appropriate information as to comparability of compensation, including but not limited to: their own independent knowledge and expertise; compensation levels paid by similarly situated organizations for comparable positions; the availability of similar services in the Clinic's geographic area; current compensation surveys compiled by independent firms; and actual written job offers from similar institutions. The Compensation Committee shall timely document its determination of reasonableness of compensation."
Part VI, Governance, Management, and Disclosure, Ln 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.
Part XI, Line 5 - Reconciliation of Net Assets
Net Asset Transfers: Transfer of asset from Family Health Center $34 Transfer of startup cash to Marshfield Clinic Health System ($750,000) Transfer of earnings from Lakeview Medical Center $6,219,000 TOTAL NET ASSET TRANSFERS $5,469,034 Reduction in shareholder equity ($11,000) Miscellaneous adjustments ($7,443) TOTAL OTHER CHANGES IN NET ASSETS $ 5,450,591 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, an 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, we are not required to complete Schedule H.
Marshfield Clinic Health System, Inc.
Marshfield Clinic Health System, Inc. (the "Organization") is a Wisconsin non-stock, not-for-profit corporation. The Organization was incorporated on October 12, 2012, as part of the reorganization of certain activities historically conducted by the Marshfield Clinic (the "Clinic") and its affiliates. On February 19, 2014, the Organization received a decision from the US Tax Court, which declared, adjudged and decided that the Organization was qualified as an organization described in IRC section 501(c)(3) and IRC section 509(a)(3), and was exempt from taxation under IRC section 501(a), effective October 12, 2012. The IRS subsequently sent a determination letter on March 7th, 2014 providing that the organization was exempt from federal income tax under 501(c)(3) of the Internal Revenue Code, with an effective date of October 12, 2012. Effective February 28, 2014, the Organization became the sole corporate member of the Clinic and Lakeview Medical Center, Inc. of Rice Lake ("Lakeview") (replacing the Clinic) and one of two corporate members (replacing the Clinic) of Flambeau Hospital, Inc. ("Flambeau"). The Organization is a supporting organization and the supported organizations are the Clinic, Lakeview, and Flambeau (collectively, the "Supported Organizations"). On May 6th, 2014, the Organization also became the sole corporate member of Security Health Plan (the "Plan"). Over a period of four years, the Clinic's leadership and physician shareholders (now Class A Members) engaged in numerous discussions and planning meetings in developing a plan of reorganization for the purpose of creating a comprehensive healthcare system under the strategic direction and control of a common parent entity. The Organization was formed to serve as that parent entity, with its board of directors (the "Board") serving as an overarching governing body exercising fiduciary responsibilities on behalf of the System as a whole. In this regard, the Organization's Board, which is comprised of representatives from each of the Supported Organizations and the Plan, including all eleven of the members of the Clinic's board of directors, as well as thirteen community board members, is tasked with promoting the efficient and effective operation of the System. Up until the time the Organization received confirmation from the IRS recognizing it as an exempt organization described in Section 501(c)(3) of the Code, its activities were conducted largely by its Board and through the lease of certain employees of the Supported Organizations. Since February 28, 2014, the Organization has been in a period of transition, carrying out steps to consolidate certain administrative functions (currently carried on by each Supported Organization and the Plan) at the System level, with the intent of transitioning appropriate personnel and other resources to the Organization accordingly. Such administrative functions will include Fiscal Affairs, Human Resources, Marketing, Corporate Communications, Facilities and Properties, Legal Services, Government Relations, Development and Materials Management. In addition, certain other actions will be taken to more fully integrate the Organization, the Supported Organizations and the Plan within the System. Specifically, as of June 1, 2014, the Organization became a member of the obligated group associated with tax-exempt bonds that have been issued on behalf of the Clinic and Lakeview.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.