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. Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.
OMB No. 1545-0047
2013
Open to Public Inspection
Name of the organization
INDIANA HEALTH INFORMATION EXCHANGE INC
Employer identification number
36-4550324
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)
INDIANA UNIVERSITY HEALTH
351955872
3
Yes
Yes
Yes
0
(B)
COMMUNITY HOSPITALS OF INDIANA
350983617
3
Yes
Yes
Yes
0
(C)
HEALTH & HOSPITAL CORPORATION
356065697
6
Yes
Yes
Yes
0
(D)
INDIANA STATE MEDICAL ASSOCIATION
350411650
9
Yes
Yes
Yes
0
(E)
INDIANA UNIVERSITY
356001673
6
Yes
Yes
Yes
0
(F)
THE INDIANAPOLIS MEDICAL SOCIETY
127566088
9
Yes
Yes
Yes
0
(G)
MARION COUNTY HEALTH DEPARTMENT
356065697
6
Yes
Yes
Yes
0
(H)
SISTERS OF ST FRANCIS HEALTH SERVICES
350913537
3
Yes
Yes
Yes
0
(I)
ST VINCENT HOSPITAL & HEALTH CARE
352052591
3
Yes
Yes
Yes
0
(J)
CENTRAL INDIANA CORPORATE PARTNERSHIP
352065459
9
Yes
Yes
Yes
0
(K)
INDIANA HOSPITAL ASSOCIATION INC
350988753
9
Yes
Yes
Yes
0
(L)
INDIANA STATE DEPARTMENT OF HEALTH
356000158
6
Yes
Yes
Yes
0
Total
0
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2013
Schedule A (Form 990 or 990-EZ) 2013
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) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(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) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(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 2013 (line 6, column (f) divided by line 11, column (f))
.........
14
15
Public support percentage for 2012 Schedule A, Part II, line 14
...............
15
16a
33 1/3% support test—2013.
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—2012.
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—2013.
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—2012.
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) 2013
Schedule A (Form 990 or 990-EZ) 2013
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) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(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) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(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 2013 (line 8, column (f) divided by line 13, column (f))
.........
15
16
Public support percentage from 2012 Schedule A, Part III, line 15
...............
16
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2013 (line 10c, column (f) divided by line 13, column (f))
......
17
18
Investment income percentage from 2012 Schedule A, Part III, line 17
.............
18
19a
33 1/3% support tests—2013.
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—2012.
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) 2013
Schedule A (Form 990 or 990-EZ) 2013
Page 4
Part IV
Supplemental Information.
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) 2013
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.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at
www.irs.gov/form990.
OMB No. 1545-0047
2013
Open to Public Inspection
Name of the organization
INDIANA HEALTH INFORMATION EXCHANGE INC
Employer identification number
36-4550324
Return Reference
Explanation
FORM 990, PART VI, SECTION B, LINE 11
THE 990 IS SUBMITTED TO THE FINANCE & AUDIT COMMITTEE FOR REVIEW AND APPROVAL. THE RETURN IS THEN SUBMITTED TO THE BOARD BEFORE FILING.
FORM 990, PART VI, SECTION B, LINE 12C
THE BOARD OF DIRECTORS OF INDIANA HEALTH INFORMATION EXCHANGE, INC. (THE CORPORATION), HAS ADOPTED A CONFLICT OF INTEREST POLICY (THE "POLICY") THAT REQUIRES EACH DIRECTOR, OFFICER AND MEMBER OF A BOARD COMMITTEE (DEFINED IN THE POLICY) TO PROVIDE THE CORPORATION AN ANNUAL DISCLOSURE OF ACTUAL OR POTENTIAL CONFLICTS OF INTEREST THAT ARISE AS A RESULT OF AN INDIVIDUAL SERVING AS A DIRECTOR, OFFICER OR MEMBER OF A BOARD COMMITTEE. THE POLICY ALSO REQUIRES CERTAIN ACTIONS TO APPROVE OR RATIFY A CONTRACT OR OTHER TRANSACTION BETWEEN THE CORPORATION AND AN INTERESTED PERSON (DEFINED IN THE POLICY). TO HELP ENSURE REGULAR AND CONSISTENT COMPLIANCE WITH THE POLICY, THE CORPORATION'S MANAGEMENT HAS ADOPTED THIS CONFLICT OF INTEREST MONITORING AND COMPLIANCE PROCEDURE. RESPONSIBLE INDIVIDUAL: THE CORPORATION'S CHIEF OPERATING OFFICER (THE "COO"). PROCEDURE: 1. THE COO WILL ANNUALLY COLLECT A WRITTEN DISCLOSURE OF ACTUAL OR POTENTIAL CONFLICTS OF INTEREST FROM EACH DIRECTOR, OFFICER AND MEMBER OF A BOARD COMMITTEE. 2. THE COO WILL PREPARE AND DISTRIBUTE TO EACH DIRECTOR, OFFICER AND MEMBER OF A BOARD COMMITTEE A LIST OF ALL ACTUAL AND POTENTIAL CONFLICTS DISCLOSED TO THE CORPORATION. 3. AT EACH MEETING OF THE BOARD OF DIRECTORS AND EACH BOARD COMMITTEE MEETING, THE COO WILL BE RESPONSIBLE FOR MONITORING COMPLIANCE WITH AND ENFORCING THE POLICY.
FORM 990, PART VI, SECTION B, LINE 15
THE CORPORATION'S BYLAWS PROVIDE THAT THE CORPORATION'S EXECUTIVE COMMITTEE SHALL SERVE AS THE CORPORATION'S COMPENSATION COMMITTEE AND SHALL REVIEW AND, IF IN THE BEST INTEREST OF THE CORPORATION, APPROVE ALL COMPENSATION ARRANGEMENTS WITH KEY EMPLOYEES OF THE CORPORATION, PROVIDED, HOWEVER, THAT (1) EMPLOYMENT OF A PRESIDENT/CEO REQUIRES THE AFFIRMATIVE VOTE OF 2/3 OF THE CORPORATION'S DIRECTORS, (2) ANY COMPENSATION ARRANGEMENT IN EXCESS OF $100,000 AND LESS THAN $500,000 MUST BE APPROVED BY THE CORPORATION'S FINANCE AND AUDIT COMMITTEE AND (3) ANY COMPENSATION ARRANGEMENT IN EXCESS OF $500,000 MUST BE APPROVED BY 2/3 OF THE CORPORATION'S DIRECTORS. THE CORPORATION'S EXECUTIVE COMMITTEE CONSISTS OF THE OFFICERS OF THE CORPORATION AND TWO ADDITIONAL MEMBERS OF THE CORPORATION'S BOARD OF DIRECTORS ELECTED BY SUCH OFFICERS. THE PRESIDENT/CEO OF THE CORPORATION IS A NON VOTING, EX OFFICIO MEMBER OF THE EXECUTIVE COMMITTEE. THE PRESIDENT/CEO HAS NO INVOLVEMENT IN THE PROCESS OF SETTING HIS OR HER OWN COMPENSATION.
FORM 990, PART VI, SECTION C, LINE 18
THE CORPORATION'S FORM 990 AND FORM 1023 ARE AVAILABLE TO THE PUBLIC UPON REQUEST IN ACCORDANCE WITH APPLICABLE LAW. THE PUBLIC CAN ALSO ACCESS THE CORPORATION'S FORM 990 AT WWW.GUIDESTAR.ORG.
FORM 990, PART VI, SECTION C, LINE 19
THE CORPORATION'S ARTICLES OF INCORPORATION ARE AVAILABLE TO THE PUBLIC THROUGH THE INDIANA SECRETARY OF STATE'S WEBSITE AT HTTPS://SECURE.IN.GOV/SOS/BUS_SERVICE/ONLINE_CORPS/NAME_SEARCH.ASPX. THE CORPORATION'S BYLAWS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS MAY BE MADE AVAILABLE TO THE PUBLIC UPON REQUEST ON A CASE-BY-CASE BASIS.
FORM 990, PART XI, LINE 9:
WRITE OFF MERGETICS INVESTMENT 978,858.
FORM 990, PART XII, LINE 2C:
THE FINANCE COMMITTEE ASSUMES RESPONSIBILITY FOR OVERSIGHT OF THE AUDIT OF ITS FINANCIAL STATEMENTS AND SELECTION OF AN INDEPENDENT AUDITOR.
GENERAL EXPLANATION- RELATIONSHIP WITH THRIVE
IN 2007, IHIE FORMED A FOR-PROFIT SUBSIDIARY, THRIVE HDS, INC. ("THRIVE," F/K/A MERGETICS, INC.), OF WHICH IHIE CURRENTLY IS THE LARGEST SHAREHOLDER. IN THE SUMMER OF 2013, IHIE'S BOARD OF DIRECTORS ADOPTED A PLAN TEMPORARILY TO TRANSITION A PORTION OF IHIE'S STAFF AND TECHNOLOGIES TO THRIVE. SUBSEQUENTLY, IHIE CONTRACTED WITH THRIVE TO OBTAIN THE TECHNOLOGY AND STAFFING SERVICES REQUIRED FOR IHIE TO CONTINUE AND EXPAND ITS DELIVERY OF SERVICES IN PURSUIT OF ITS EXEMPT PURPOSES FOR THE BENEFIT OF ITS SUPPORTED ORGANIZATIONS. TO IMPLEMENT THIS ARRANGEMENT, THRIVE ENTERED INTO A SERVICES REIMBURSEMENT AGREEMENT, PURSUANT TO WHICH IHIE REIMBURSED THRIVE FOR ITS ALLOCABLE SHARE OF EMPLOYEE TIME (INCLUDING CERTAIN IHIE EMPLOYEES WHO CHOSE TEMPORARILY TO BECOME EMPLOYEES OF THRIVE) AND OVERHEAD EXPENSES SPENT ON IHIE'S ACTIVITIES. THE TERMS OF THE SERVICES REIMBURSEMENT AGREEMENT ENSURED THAT NO PRIVATE BENEFIT WAS CONFERRED ON THRIVE, ITS EMPLOYEES, OR ITS SHAREHOLDERS AS A RESULT OF THE ARRANGEMENT, BECAUSE IHIE PAID NO MORE THAN COST FOR THE SERVICES THAT IT RECEIVED FROM THRIVE (IHIE ONLY COMPENSATED THRIVE FOR ACTUAL TIME SPENT ON CODE SECTION 501(C)(3) ACTIVITIES AND AN ALLOCABLE SHARE OF THRIVE'S OVERHEAD EXPENSES). THE SERVICES REIMBURSEMENT AGREEMENT WAS SUSPENDED ON JUNE 2, AND THE THRIVE-BASED IHIE STAFF AND TECHNOLOGIES WERE TRANSFERRED BACK TO IHIE. IMPORTANTLY, THROUGHOUT THE PERIOD IN WHICH IHIE TEMPORARILY REIMBURSED THRIVE FOR ITS ALLOCABLE SHARE OF EMPLOYEE TIME AND OVERHEAD EXPENSES, IHIE CONTINUED ITS PROGRAM OF EXCLUSIVELY FURTHERING THE EXEMPT PURPOSES OF ITS SUPPORTED ORGANIZATIONS BY ENHANCING COMMUNITY HEALTHCARE, SUPPORTING MEDICAL AND SCIENTIFIC RESEARCH, AND AUGMENTING THE PUBLIC HEALTH MANAGEMENT FUNCTIONS OF ITS SUPPORTED ORGANIZATIONS.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.