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
UNMC PHYSICIANS
Employer identification number
47-0785575
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) 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.") .
442,860
345,357
0
0
0
788,217
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......
204,777,880
218,271,919
218,294,260
225,076,407
241,040,002
1,107,460,468
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.
205,220,740
218,617,276
218,294,260
225,076,407
241,040,002
1,108,248,685
7a
Amounts included on lines 1, 2, and 3 received from disqualified persons...
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.
25,069,283
31,518,323
35,899,279
53,348,364
54,616,699
200,451,948
c
Add lines 7a and 7b..
25,069,283
31,518,323
35,899,279
53,348,364
54,616,699
200,451,948
8
Public support (Subtract line 7c from line 6.)
907,796,737
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...
205,220,740
218,617,276
218,294,260
225,076,407
241,040,002
1,108,248,685
10a
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
403,495
430,515
384,618
426,118
498,248
2,142,994
b
Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
2,181
117,248
119,429
c
Add lines 10a and 10b.
403,495
430,515
384,618
428,299
615,496
2,262,423
11
Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
0
12
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)
..
-1,743,803
-1,743,803
13
Total support. (Add lines 9, 10c, 11, and 12.)..
203,880,432
219,047,791
218,678,878
225,504,706
241,655,498
1,108,767,305
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
81.874 %
16
Public support percentage from 2012 Schedule A, Part III, line 15
...............
16
83.687 %
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2013 (line 10c, column (f) divided by line 13, column (f))
......
17
0.204 %
18
Investment income percentage from 2012 Schedule A, Part III, line 17
.............
18
0.204 %
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
UNMC PHYSICIANS
Employer identification number
47-0785575
Return Reference
Explanation
PART VI, SECTION B, QUESTION 12C
GOVERNANCE, MANAGEMENT, AND DISCLOSURE - CONFLICTS OF INTEREST All Covered Persons are required to complete, on an annual basis (at a minimum), a Conflict of Interest Questionnaire and Attestation of Compliance. Any Covered Person considering activity that could create an actual or potential Conflict of Interest must immediately disclose the nature of the Conflict of Interest including all material facts within the Conflict of Interest Questionnaire and Attestation of Compliance. During the time period between annual attestations, Covered Persons are encouraged to seek counsel and advice from the Chairman of the Board of Directors (Chairman) or Chief Executive Officer (CEO) should any questions arise as to whether or not personal activity or proposed activity would be considered a Conflict of Interest. Whenever there is reason to believe that an actual or potential Conflict of Interest exists between UNMC Physicians and a Covered Person, the following procedures for reviewing a potential Conflict of Interest shall be undertaken: 1.Conflicts involving Board members or Members of Board Committees The Chairman shall serve as the Designated Reviewing Official and shall have responsibility (except when he/she is a Covered Person) to promptly bring the actual or potential Conflict of Interest to the attention of the Board for action at the next regular meeting of the Board, or during a special meeting called specifically to review the potential conflict of interest. When the Chairman has an actual or potential Conflict of Interest, the CEO shall serve as the Designated Reviewing Official. 2.Conflicts involving CEO, CFO or COO The Chairman shall serve as the Designated Reviewing Official and shall have responsibility to promptly bring the actual or potential Conflict of Interest to the attention of the Board for action at the next regular meeting of the Board, or during a special meeting called specifically to review the actual or potential Conflict of Interest. 3.Conflicts involving all other Covered Persons The CEO shall serve as the Designated Reviewing Official and shall be responsible for reviewing the actual or potential Conflict of Interest. UNMC Physicians shall refrain from acting upon any transaction involving an actual or potential Conflict of Interest until such time as the actual or potential Conflict of Interest has been reviewed and final resolution (i.e., approved, denied, and/or proposed an alternative arrangement) has been determined through the applicable process described below: Conflicts involving Board members or Members of Board Committees A) The Covered Person shall have an opportunity and must be available to provide factual information about the actual or potential Conflict of Interest. B) The Covered Person shall not participate in any way in, or be present during, the deliberations and decision-making vote with respect to such actual or potential Conflict of Interest. C) The disinterested members of the Board shall consider whether the terms of the actual or potential Conflict of Interest are fair and reasonable to UNMC Physicians and shall vote to determine final resolution. D)Final resolution of the arrangement by the disinterested members of the Board shall be by vote of a majority of directors in attendance at a meeting at which a quorum is present. A Covered Person shall not be counted for purposes of determining whether a quorum is present, nor for purposes of determining what constitutes a majority vote of Board members in attendance. 2.Conflicts involving CEO, CFO, COO A)The Covered Person shall have an opportunity and must be available to provide factual information about the actual or potential Conflict of Interest. B)The Covered Person shall not participate in any way in, or be present during, the deliberations and decision-making vote with respect to the actual or potential Conflict of Interest. C)The Chairman shall bring actual or potential Conflicts of Interest to the attention of the Board for action. Members of the Board shall consider whether the terms of the actual or potential Conflict of Interest are fair and reasonable to UNMC Physicians and shall vote to determine final resolution. D)Final resolution of the actual or potential Conflict of Interest by the disinterested members of the Board shall be by vote of a majority of directors in attendance at a meeting at which a quorum is present. 3.Conflicts involving all other Covered Persons A) The Covered Person shall have an opportunity and must be available to provide factual information about the actual or potential Conflict of Interest. B) The Covered Person shall not participate in any way in, or be present during, the deliberations and decision-making vote with respect to such actual or potential Conflict of Interest. C) The CEO shall be responsible for reviewing and determining final resolution of actual or potential Conflicts of Interest. All results shall be reported to the Chairman who may then determine whether any further board review or action is necessary.
PART VI, SECTION B, QUESTION 15A & 15B
POLICIES - COMPENSATION The Compensation Committee for accepting/revising/rejecting executive compensation is comprised of: 1. the Chair of the Board of Directors of UNMC Physicians ("Board"); 2. Vice Chancellor for Business and Finance of the University of Nebraska; 3. two members who are not employees of UNMC Physicians. These two members shall be appointed by the Committee Chair and are subject to approval of Board; and 4. three Board members, who are chairs of clinical departments. The Compensation Committee reviews all proposed compensation. All compensation submitted for review must be supported by appropriate documentation, including but not limited to comparability data (i.e., Association of American Medical Colleges (AAMC)) relevant for the occupation and Corporation position. The Compensation Committee shall ensure, when reviewing and approving all compensation (subject to the Compensation Committee Policy and Procedure) that its review and approval qualifies for the rebuttable presumption of reasonableness under the Intermediate Sanctions regulations (26 C.F.R. 53.4958-6, as amended). To ensure such compliance, the Compensation Committee shall: 1. ensure that no conflict of interest is present with Compensation Committee members present; 2. receive and rely upon appropriate data as to comparability from internal or external resources prior to making its determination; and 3. document the basis for its determination of reasonableness concurrently with making that determination. Such documentation shall include: a) the terms of the arrangement that was approved and the date it was approved; b) the members of the Compensation Committee who were present and those who voted on it (Quorum is required for any approval); c) the comparability data obtained and relied upon by the Compensation Committee and how such material was obtained; and d) the action(s) taken by the Compensation Committee. AT THE END OF FISCAL 2013, UNMC PHYSICIANS RETAINED THE SERVICES OF AN INDEPENDENT CONSULTANT TO EVALUATE AND MAKE APPROPRIATE RECOMMENDATIONS ON EXECUTIVE COMPENSATION FOR FISCAL YEAR 2014.
Form 990, Part VI, Line 19
GOVERNANCE, MANAGEMENT, AND DISCLOSURE Governing documents, Conflict of Interest policy, and audited financial statements are available to the public upon request in the administration offices.
PART VI, LINE 11B
GOVERNANCE, MANAGEMENT, AND DISCLOSURE The Form 990 is initially reviewed in detail by the Finance committee of the Board of Directors, with executive management and independent tax specialists present to assist with the review. The Committee's role is to thoroughly understand the Form 990 contents and to report to the full board of directors the results of its review. The review with the full Board of Directors is conducted prior to the filing of the Form 990 with the IRS. The Form 990 is sent to each Director of the Board one week prior to the Board Meeting at which the Form 990 will be reviewed and reported upon by the Committee.
PART VII, SECTION A
IDENTIFICATION OF RELATED TAX-EXEMPT ORGANIZATIONS UNIVERSITY OF NEBRASKA MEDICAL CENTER IS A PART OF THE UNIVERSITY OF NEBRASKA GOVERNED BY THE BOARD OF REGENTS.
PART VI, SECTION A, LINE 6
GOVERNANCE, MANAGEMENT, AND DISCLOSURE The Corporation's Bylaws and Articles of Incorporation provide that all full time, part time and volunteer faculty members of the University of Nebraska College of Medicine who provide professional clinical healthcare services and have a separate employment arrangement with the Corporation are deemed members of the Corporation. Each full time member is entitled to one vote on any matter submitted to a vote of the members.
PART VI, SECTION A, LINE 7A
GOVERNANCE, MANAGEMENT, AND DISCLOSURE Four director seats on the board of directors shall be filled by and elected by the full time members of the corporation.
PART VI, SECTION A, LINE 7B
GOVERNANCE, MANAGEMENT, AND DISCLOSURE The Board of Regents of the University of Nebraska (Board of Regents), is a public corporate body organized and existing under the Constitution and laws of the State of Nebraska. The Corporation exists under the provisions of the medical service plan as adopted by the Board of Regents. Therefore, certain actions taken by the Corporation require approval by the Board of Regents. In addition, certain matters taken up by the Corporation's Board of Directors may require member approval.
PART VI, SECTION A, LINE 2
GOVERNANCE, MANAGEMENT, AND DISCLOSURE CARL V SMITH AND MICHAEL SITORIUS HAVE A BOARD RELATIONSHIP
PART IV, LINE 12B
REQUIRED SCHEDULES UNMC PHYSICIANS IS A BLENDED COMPONENT UNIT OF THE UNIVERISTY OF NEBRASKA.
PART VI, SECTION A, LINE 1A
During the fiscal year ended June 30 2014, the Board of Directors of UNMC Physicians adopted a resolution which delegated certain authority over the governance of UNMCP to an Advisory Board comprised of Jeffrey Gold, MD, Bradley Britigan, MD., William Dinsmoor, Mogens Bay, Bruce Grewcock, Nancy Keegan, James McClurg PhD, Charles Burt, MD, Timothy Kingston, MD, Debra Romberger MD, and Carl Smith MD. The UNMCP's Board of Directors retained the authority to issue non-operating debt, matters concerning its members, and commitments of UNMCP's assets in excess of $500,000. The Board also retained the right and authority to rescind or amend the resolution at any time. This resolution and the resulting creation of an Advisory Board is an interim step towards the combination of The Nebraska Medical Center (TNMC), Bellevue Medical Center (BMC) and UNMCP to form an integrated clinical enterprise. Effective during January 2014, UNMC Physicians executive duties of President and CEO were assigned to Brad Britigan, MD and William Dinsmoor.
PART VI, SECTION A, LINE 9
TROY WILHELM VICE PRESIDENT OF FINANCE UNIVERSITY OF MINNESOTA PHYSICIANS 720 WASHINGTON AVE SE MINNEAPOLIS, MN 55414
Part VII, Section A, Line 1A
Brad Britigan, M.D. is an officer as of January 2014. He was not paid in 2013 as an officer, however, he did receive compensation and benefits as he served as the Dean & a Physician during 2013 for UNMC & UNMC Physicians respectively.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.