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
DUKE UNIVERSITY HEALTH SYSTEM INC
Employer identification number
56-2070036
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.") .
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
DUKE UNIVERSITY HEALTH SYSTEM INC
Employer identification number
56-2070036
Return Reference
Explanation
FORM 990, PART I, LINE 1
DUHS IS COMMITTED TO EXCELLENCE, INNOVATION AND LEADERSHIP IN PROVIDING THE HEALTH CARE NEEDS OF THE PEOPLE WE SERVE, IMPROVING COMMUNITY HEALTH, AND FOSTERING THE VERY BEST MEDICAL EDUCATION.
FORM 990, PART III, LINE 4A
STATEMENT OF PROGRAM SERVICE ACCOMPLISHMENTS HISTORY AND ORGANIZATION IN 1925, JAMES B. DUKE WILLED $4 MILLION TO ESTABLISH DUKE HOSPITAL AND ITS MEDICAL SCHOOL TO IMPROVE HEALTH CARE IN THE CAROLINAS, THEN A POOR REGION LACKING HOSPITALS AND HEALTH CARE PROVIDERS. DUKE UNIVERSITY HOSPITAL HAS GROWN TO BE RECOGNIZED AS ONE OF THE WORLD'S GREAT HEALTH CARE PROVIDERS. IN 1998 AND CONCURRENT WITH ACQUIRING CONTROL OF TWO LOCAL COMMUNITY HOSPITALS, THE DUKE UNIVERSITY BOARD OF TRUSTEES ESTABLISHED DUKE UNIVERSITY HOSPITAL AS THE FLAGSHIP OF THE NEWLY INCORPORATED DUKE UNIVERSITY HEALTH SYSTEM, INC. (DUHS) TO MANAGE A WIDE RANGE OF HEALTH CARE PROGRAMS AT THE SAME HIGH LEVEL OF QUALITY THAT HAS TRADITIONALLY MADE DUKE UNIVERSITY HOSPITAL A WORLD LEADER. THIS NETWORK OF REGIONAL HEALTH CARE ORGANIZATIONS IS DEDICATED TO EMPLOYING DUKE'S STRENGTHS IN PATIENT CARE, EDUCATION, AND RESEARCH TO ENHANCE AND IMPROVE HEALTH CARE THROUGHOUT NORTH CAROLINA AND SOUTHERN VIRGINIA. THE DUHS MISSION IS CLINICAL CARE AND IS ENHANCED BY THE RESEARCH AND EDUCATION MISSIONS OF DUKE UNIVERSITY (THE DUKE UNIVERSITY SCHOOL OF MEDICINE AND SCHOOL OF NURSING). TOGETHER THEY SERVE THE COMMUNITY AS DUKE MEDICINE. MANY PROGRAM SERVICE ACCOMPLISHMENTS ARE INCLUDED IN SCHEDULE H TO THIS FORM INCLUDING THE FINANCIAL COMMITMENT MADE TO THE COMMUNITY BY DUHS IN TERMS OF CHARITY CARE AND OTHER DIRECT AND MEASURABLE INVESTMENTS. BELOW ARE EXCERPTS FROM THE ANNUAL DUHS REPORT ON COMMUNITY BENEFIT. THE COST OF THESE ACTIVITIES CAN BE DIFFICULT TO MEASURE. SOMETIMES THEY INCLUDE THE PARTICIPATION OF DUKE UNIVERSITY SO REFERENCES TO "DUKE" ARE MEANT TO INCLUDE DUHS AND DUKE UNIVERSITY IN THEIR RESPECTIVE MISSION CAPACITIES. DUKE UNDERSTANDS THAT HEALTHCARE MEANS FAR MORE THAN TAKING CARE OF PEOPLE IN A HOSPITAL SETTING. AS THIS REPORT REFLECTS, IT ALSO MEANS INVESTING IN THE COMMUNITIES DUKE SERVES TO INCREASE ACCESS TO HEALTHCARE, ALLEVIATE HEALTH DISPARITIES, AND IMPROVE COMMUNITIES' OVERALL WELLNESS BY IDENTIFYING AND ADDRESSING HEALTHCARE NEEDS. WE ARE PROUD TO REPORT THAT FOR THE FISCAL YEAR THAT ENDED JUNE 30, 2014, DUKE PROVIDED A TOTAL COMMUNITY BENEFIT AND INVESTMENT OF $448 MILLION. OF THAT FIGURE, $253.3 MILLION REPRESENTED THE COMMUNITY BENEFIT CATEGORIES RECOGNIZED BY THE U.S. INTERNAL REVENUE SERVICE INCLUDING $92.7 MILLION IN CHARITY CARE AT ESTIMATED COST TO PATIENTS FROM EVERY CORNER OF NORTH CAROLINA WHO ARE UNINSURED OR WHO CANNOT PAY FOR CARE BECAUSE OF FINANCIAL HARDSHIP. DUKE CONTINUES TO VALUE ITS LONGSTANDING COLLABORATIONS WITH ITS MANY COMMUNITY AND GOVERNMENT PARTNERS, AND TO HONOR ITS FOUNDATIONAL COMMITMENT TO PROVIDE HIGH-QUALITY, COMPASSIONATE, AND SAFE MEDICAL CARE TO THE PEOPLE IT SERVES ACROSS NORTH CAROLINA. THE 2015 REPORT ON COMMUNITY BENEFIT ALSO IS AVAILABLE ONLINE AT HTTP://DUKEMEDICINE.ORG/ABOUTUS. CLICK ON "COMMUNITY HEALTH & BENEFITS." DUKE PROVIDES HIGH-QUALITY CARE REGARDLESS OF A PATIENT'S ABILITY TO PAY DUKE PROVIDED CHARITY CARE AT ESTIMATED COST TOTALING $92.7 MILLION TO 164,649 PATIENTS DURING THE FISCAL YEAR THAT ENDED ON JUNE 30, 2014. NEARLY 94 PERCENT OF THE PATIENTS WERE FROM NORTH CAROLINA. DUKE PROVIDES ELIGIBLE CARE AT A DISCOUNT OR WITHOUT CHARGE TO ALL QUALIFYING PATIENTS WHO DO NOT HAVE INSURANCE, OR WHO BECAUSE OF FINANCIAL HARDSHIP CANNOT PAY FOR THE MEDICAL CARE THEY RECEIVE. IN ADDITION TO PROVIDING PRIMARY CARE AT NO CHARGE, DUKE PHYSICIANS DONATE SPECIALTY CARE SERVICES TO ELIGIBLE UNINSURED PATIENTS THROUGH A PROGRAM IN DURHAM AND WAKE COUNTIES CALLED PROJECT ACCESS. DUKE IS COMMITTED TO PROVIDING HIGH-QUALITY, EFFECTIVE CARE WITH A CONSISTENTLY HIGH LEVEL OF DIGNITY, RESPECT AND SKILL TO ALL PATIENTS IT SERVES, REGARDLESS OF THEIR ABILITY TO PAY. DUKE WORKS WITH PATIENTS BY NAVIGATING THEM THROUGH THE FINANCIAL ASSISTANCE PROGRAMS TO WHICH THEY ARE ENTITLED. WHEN GOVERNMENT PROGRAMS SUCH AS MEDICAID DO NOT COMPLETELY COVER DUKE'S COST OF CARE, DUKE ABSORBS THE DIFFERENCE IN ACCORDANCE WITH ITS POLICIES. HIGHLIGHTS OF DUKE'S CHARITY CARE AND DISCOUNTED CARE POLICIES * DUKE PROVIDES A DISCOUNT TO UNINSURED PATIENTS OF LIMITED MEANS FOR SUBSTANTIALLY ALL MEDICAL SERVICES EXCEPT COSMETIC PROCEDURES. * DUKE ASSISTS PATIENTS WHOSE MEDICAL HARDSHIP MAKES IT DIFFICULT FOR THEM TO PAY BASIC LIVING EXPENSES. * DUKE HELPS PATIENTS NAVIGATE THROUGH ADDITIONAL FINANCIAL PROGRAMS FOR WHICH THEY MAY QUALIFY. DUKE'S COMPLETE CHARITY CARE AND UNINSURED DISCOUNTED CARE POLICIES ARE AVAILABLE AT WWW.DUKEMEDICINE.ORG. CLICK ON "PATIENTS & VISITORS," THEN "FINANCIAL ASSISTANCE." COSTS DUKE COVERS FOR CHARITY CARE AND OTHER UNREIMBURSED EXPENSES: $92.7 MILLION CHARITY CARE $90.1 MILLION UNREIMBURSED MEDICAID $172.8 MILLION UNREIMBURSED MEDICARE $21.7 MILLION UNRECOVERABLE PATIENT DEBT DUKE WORKS WITH ITS COMMUNITY PARTNERS TO PROMOTE WELLNESS, CARE ACCESS: DUKE UNIVERSITY HEALTH SYSTEM REMAINS FIRMLY COMMITTED TO WORKING COLLABORATIVELY WITH ITS MANY COMMUNITY PARTNERS TO IDENTIFY, UNDERSTAND, AND ADDRESS THE HEALTHCARE NEEDS OF THE COMMUNITIES IT SERVES. THROUGH ITS TWO HOSPITALS IN DURHAM AND ONE IN RALEIGH, DUKE WORKS WITH THE HEALTH DEPARTMENTS IN DURHAM AND WAKE COUNTIES, COMMUNITY MEMBERS, AND NUMEROUS COMMUNITY PARTNER ORGANIZATIONS TO CONDUCT REGULAR COMMUNITY HEALTH NEEDS ASSESSMENTS. IN COMPLIANCE WITH FEDERAL REQUIREMENTS, LINKS TO THE COMMUNITY HEALTH NEEDS ASSESSMENTS FOR DURHAM AND WAKE COUNTIES, AND TO EACH OF THE DUKE HOSPITALS' REPORTS, ARE POSTED ON HTTP://DUKEMEDICINE.ORG/ABOUTUS. CLICK ON "COMMUNITY HEALTH NEEDS ASSESSMENT." CONTRIBUTIONS TO COMMUNITY GROUPS: OVER MANY YEARS, DUKE AND COMMUNITY ORGANIZATIONS HAVE DEVELOPED PRODUCTIVE PARTNERSHIPS TO WORK TOWARD THE COMMON GOAL OF ELIMINATING HEALTHCARE DISPARITIES AND IMPROVING RESIDENTS' ACCESS TO HIGH-QUALITY MEDICAL CARE. IN THE 2014 FISCAL YEAR, DUKE PROVIDED A TOTAL OF $10.7 MILLION IN CASH AND IN-KIND SUPPORT FOR COMMUNITY GROUPS. THAT INCLUDES MORE THAN $7.3 MILLION FOR LINCOLN COMMUNITY HEALTH CENTER IN DURHAM AND ITS SATELLITE COMMUNITY CLINICS, WHICH SERVE AN OVERWHELMINGLY POOR AND UNINSURED POPULATION; NEARLY $2.35 MILLION FOR DURHAM COUNTY'S EMERGENCY MEDICAL SERVICES OPERATION; AND MORE THAN $1 MILLION IN CASH CONTRIBUTIONS TO OTHER ORGANIZATIONS. HEALTH PROFESSIONS EDUCATION: EDUCATING THE NEXT GENERATION OF HEALTHCARE PROFESSIONALS IS AT THE HEART OF DUKE'S MISSION TO IMPROVE HEALTHCARE FOR OUR PATIENTS AND THE COMMUNITY. DUKE REMAINS COMMITTED TO OFFERING CHALLENGING, INNOVATIVE PROGRAMS THAT PREPARE MEDICAL STUDENTS, NURSES, NURSE PRACTITIONERS, PHYSICIAN ASSISTANTS, AND PHYSICAL THERAPISTS FOR TOMORROW'S INCREASINGLY COMMUNITY-FOCUSED HEALTHCARE DELIVERY SYSTEM. THE TRAINING RECOGNIZES THAT HEALTHCARE PROFESSIONALS WILL PROVIDE PATIENT CARE IN AN EMERGING VARIETY OF NON-TRADITIONAL SETTINGS USING INNOVATIVE MODELS OF CARE THAT PROMOTE HEALTH, WELLNESS, AND INDIVIDUAL SELF-CARE. IN ADDITION TO THE IMPORTANT EXPERIENCE THAT DUKE HEALTH PROFESSIONS STUDENTS GAIN IN ITS THREE HOSPITALS, DUKE EMPHASIZES THE VALUE OF COMMUNITY OUTREACH BY REQUIRING THAT THE STUDENTS PARTICIPATE IN ROTATIONS IN COMMUNITY CLINICS, SCHOOL WELLNESS CENTERS, AND IN-HOME CARE PROGRAMS FOR ELDERLY OR HOME-BOUND PEOPLE. IN THE 2014 FISCAL YEAR, DUKE INVESTED $59.8 MILLION IN ITS HEALTH PROFESSIONS EDUCATION PROGRAMS.
FORM 990, PART V, LINE 3B
THE ORGANIZATION DID NOT HAVE ANY UNRELATED BUSINESS GROSS INCOME DURING THE FISCAL YEAR ENDED JUNE 30, 2014. AS A RESULT, FORM 990-T IS NOT REQUIRED FOR THE FISCAL YEAR ENDED JUNE 30, 2014.
FORM 990, PART VI, SECTION A, LINE 2
DIRECTORS JACK O. BOVENDER, JR., RICHARD H. BRODHEAD, THOMAS M. GORRIE, WILLIAM HAWKINS, MICHAEL MARSICANO, DAVID M. RUBENSTEIN, AND SUSAN M. STALNECKER ARE TRUSTEES OF DUKE UNIVERSITY. DIRECTOR AND PRESIDENT/CEO VICTOR J. DZAU, MD IS AN OFFICER OF DUKE UNIVERSITY. THE FOLLOWING INDIVIDUALS ARE EMPLOYEES OF DUKE UNIVERSITY: NANCY CATHERINE ANDREWS, MD, MARY E. KLOTMAN, MD, THEODORE NICK PAPPAS, MD, AND CARL E. RAVIN, MD. DIRECTOR AND PRESIDENT/CEO VICTOR J. DZAU, MD, DIRECTOR CARL E. RAVIN, MD, AND OFFICERS WILLIAM J. FULKERSON, MD AND KENNETH C. MORRIS ARE DIRECTORS OF DURHAM CASUALTY COMPANY, LTD. DIRECTOR AND PRESIDENT/CEO VICTOR J. DZAU, MD, DIRECTORS CARL E. RAVIN, MD, MARY E. KLOTMAN, MD, THEODORE NICK PAPPAS, MD, AND OFFICER WILLIAM J. FULKERSON, MD ARE BOARD MEMBERS OF PRIVATE DIAGNOSTIC CLINIC, PLLC. DIRECTOR AND PRESIDENT/CEO VICTOR J. DZAU, MD AND OFFICER KENNETH C. MORRIS ARE DIRECTORS OF DUKE MEDICAL STRATEGIES, INC. OFFICERS WILLIAM J. FULKERSON, MD AND KENNETH C. MORRIS ARE BOTH DIRECTORS AND OFFICERS OF HEALTH SYSTEM MEDICAL STRATEGIES, INC.
FORM 990, PART VI, SECTION A, LINE 3
DUHS DELEGATES CONTROL TO A SUPPORTING ORGANIZATION FOR THE MANAGEMENT OF INVESTMENTS.
FORM 990, PART VI, SECTION A, LINE 4
DUHS AND ITS BOARD OF DIRECTORS HAVE REVISED AND APPROVED THE AMENDMENT OF DUKE UNIVERSITY HEALTH SYSTEM, INC. ARTICLES OF INCORPORATION AND ITS BYLAWS. SIGNIFICANT CHANGES ARE SUMMARIZED AS FOLLOWS: THE AMENDED AND RESTATED DUHS ARTICLES OF INCORPORATION AND BYLAWS INCREASED THE NUMBER OF BOARD MEMBERS FROM TWENTY ONE (21) TO TWENTY TWO (22). THE AFFAIRS OF DUHS SHALL BE MANAGED BY A BOARD OF DIRECTORS CONSISTING OF AT LEAST THIRTEEN (13), BUT NO MORE THAN TWENTY TWO (22) VOTING MEMBERS. THE AMENDED AND RESTATED DUHS ARTICLES OF INCORPORATION AND BYLAWS STATE A MINIMUM OF EIGHT (8) MEMBERS OF THE BOARD OF DIRECTORS SHALL BE CURRENT OR FORMER DUKE UNIVERSITY TRUSTEES.
FORM 990, PART VI, SECTION A, LINE 7A
THE MEMBERS OF THE BOARD OF DIRECTORS OF DUHS, OTHER THAN THE EX OFFICIO MEMBERS, WILL BE NOMINATED BY THE BOARD OF DIRECTORS OF DUHS, AND WILL BE APPOINTED BY THE BOARD OF TRUSTEES OF DUKE UNIVERSITY. MEMBERS OF THE BOARD OF DIRECTORS OF DUHS WILL BE SUBJECT TO REMOVAL AT THE DISCRETION OF THE BOARD OF TRUSTEES OF DUKE UNIVERSITY IN ACCORDANCE WITH THE BYLAWS OF DUHS.
FORM 990, PART VI, SECTION A, LINE 7B
THE DUHS BYLAWS PROVIDE THAT DUHS MUST OBTAIN DUKE UNIVERSITY BOARD OF TRUSTEES APPROVAL FOR CERTAIN SIGNIFICANT TRANSACTIONS REGARDING DEBT ISSUANCES, CAPITAL ACQUISITIONS AND TANGIBLE PERSONAL AND REAL PROPERTY SALES.
FORM 990, PART VI, SECTION B, LINE 11
AFTER STAFF PREPARATION AND MANAGEMENT REVIEW, THE DUHS FORM 990 IS PRESENTED TO THE DUHS COMPLIANCE/AUDIT COMMITTEE OF THE BOARD OF DIRECTORS FOR REVIEW AND DISCUSSION. BOARD LEVEL COMMENT AND DISCUSSION ARE INCORPORATED INTO THE FORM AS APPROPRIATE PRIOR TO FILING. A FINAL VERSION OF THE FORM IS EMAILED TO THE BOARD OF DIRECTORS FOR FURTHER REVIEW AND COMMENT BEFORE FILING.
FORM 990, PART VI, SECTION B, LINE 12C
DUHS MONITORS AND ENFORCES COMPLIANCE RELATED TO CONFLICT OF INTEREST VIA AN ANNUAL CONFLICT OF INTEREST QUESTIONNAIRE, RELYING ON SELF DISCLOSURE OF ALL THOSE SUBJECT TO THE COI POLICY.
FORM 990, PART VI, SECTION B, LINE 15
THE DUHS COMPENSATION COMMITTEE, COMPRISED OF MEMBERS OF THE DUHS BOARD OF DIRECTORS, REVIEWS AND APPROVES ALL EXECUTIVE COMPENSATION FOR ALL DISQUALIFIED PERSONS AND OTHER KEY EMPLOYEES. THE DUHS COMPENSATION COMMITTEE REVIEWS AND RECOMMENDS TO THE DUKE UNIVERSITY COMPENSATION COMMITTEE THE COMPENSATION FOR THE PRESIDENT AND CEO OF DUHS WHO IS ALSO AN OFFICER OF DUKE UNIVERSITY. DUHS HAS ADOPTED A STATEMENT OF COMPENSATION PHILOSOPHY THAT ARTICULATES BROAD OBJECTIVES TO HELP GUIDE THE DUHS COMPENSATION COMMITTEE IN ITS MISSION. THE DUHS COMPENSATION COMMITTEE ENGAGES THE SERVICES OF AN OUTSIDE EXECUTIVE COMPENSATION CONSULTING FIRM TO ESTABLISH COMPARABILITY DATA OF OTHER HEALTH CARE SYSTEMS OF SIMILAR SIZE AND COMPLEXITY AS DUHS. THE DUHS COMPENSATION COMMITTEE REVIEWS THE MARKET ANALYSIS THEN DETERMINES THE REASONABLENESS AND APPROPRIATENESS OF ALL ASPECTS OF EXECUTIVE COMPENSATION. THE DUHS COMPENSATION COMMITTEE ALSO SETS THE METRICS AND APPROVES THE PAYOUTS FOR THE DUHS INCENTIVE COMPENSATION PLANS FOR THESE INDIVIDUALS. THE DELIBERATIONS AND CONCLUSIONS OF THE DUHS COMPENSATION COMMITTEE ARE KEPT BY A RECORDING SECRETARY WHO RECORDS THE MINUTES OF THE COMMITTEE MEETINGS.
FORM 990, PART VI, SECTION C, LINE 18
DUKE UNIVERSITY HEALTH SYSTEM, INC.'S FORM 990 IS AVAILABLE TO THE PUBLIC ON WWW.GUIDESTAR.ORG. GUIDESTAR INDEPENDENTLY POSTS TAX-EXEMPT ORGANIZATIONS' FORM 990'S ON THEIR WEBSITE, OBTAINED FROM THE INTERNAL REVENUE SERVICE.
FORM 990, PART VI, SECTION C, LINE 19
DUKE UNIVERSITY HEALTH SYSTEM, INC.'S GOVERNING DOCUMENTS (ARTICLES OF INCORPORATION AND ANY SUBSEQUENT AMENDMENTS OR RESTATEMENTS) ARE AVAILABLE TO THE PUBLIC ON THE NORTH CAROLINA SECRETARY OF STATE WEBSITE. DUKE UNIVERSITY HEALTH SYSTEM, INC. MAKES ITS CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST. FINANCIAL STATEMENTS ARE ALSO AVAILABLE TO THE PUBLIC ON THE ELECTRONIC MUNICIPAL MARKET ACCESS WEBSITE. NAVIGATE TO HTTP://EMMA.MSRB.ORG AND ENTER "DUKE UNIVERSITY HEALTH SYSTEM" IN THE SEARCH BOX, CHOOSE ANY "ISSUE DESCRIPTION" WITH A "DATED DATE", ACCEPT THE TERMS OF THE WEBSITE, AND CLICK ON "CONTINUING DISCLOSURE".
FORM 990, PART XI, LINE 9:
NONPERIODIC CHANGES IN DEFINED BENEFIT PLANS: -2,249,618. NET TRANSFERS TO PARENT & AFFILIATES: -75,213,302. CHANGE IN MARKET VALUE OF DERIVATIVES: 3,436,805. INTEREST EARNED ON BOND PROCEEDS - CAPITALIZED FOR BOOK PURPOSES: -613. INCOME NOT REPORTED ON BOOKS, BUT INCLUDED FOR 990 REPORTING PURPOSES: DEEMED DIVIDEND: -7,646,449.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.